My Little Pony: War For Equestria
by Kenny Rutter
Summary: Rarity comes across a field of Energon crystals, setting in motion a chain of events leading to a decisive battle between the Autobots and Decepticons. NOTE: This story contains a torture scene, so if you're squeamish, don't read that part.
1. The Mysterious Gem

THE MYSTERIOUS GEM

RARITY'S UNICORN MAGIC ILLUMINATED THE JEWELS UNDERNEATH THE ground. She had been looking for new gemstones for her new dress designs. She found emeralds, rubies, diamonds, crystals, sapphires, torquiose, and pearls, all the gems she'd used before. But she wanted something different, something new. Even if it was just a new configuration of the gems on the dresses, as long as it was something different.

As she walked, she thought about the events that had transpired just a couple of months ago. Those humans from another world, coming to Equestria, leading to a deadly battle against a giant dragon-a bahamut-and another human who wanted to destroy the universe to, as he put it, rid it of all the anger and hatred. But with the combined efforts of the humans, as well as the Elements of Harmony, he was defeated.

Sadly, they had to say goodbye to their human friends not long after the battle. Rarity had dreamed about visiting their world some time, though that seemed highly unlikely.

Rarity let out a sigh. She knew that there was no way to go to other worlds, so why dwell on something so farfetched. She put another batch of jewels into her saddlebag and kept walking.

Normally, Rarity would object to such outdoors work, but there were times when it was necessary, and this was one such time. There were many others, as well, though they were for different reasons-usually for the survival of Equestria. Nightmare Moon, Discord, Chrysalis, King Sombra; if it weren't for Rarity and her friends, as well as the Elements of Harmony, Equestria would have fallen into darkness long ago.

Rarity stopped walking and looked over the edge of the mountaintop she was walking on, looking out over Equestria. She saw Canterlot nestled on the side of the far-off mountain, about fifteen miles away; she saw her hometown of Ponyville, nestled in the valley, Sweet Apple Acres to the north and the Everfree Forest to the west; and though she couldn't see it, she knew that the Crystal Empire lay far to the north, under the benevolent rule of Shining Armor and Princess Cadance following the death of King Sombra.

She turned away from the edge of the cliff and got back to her search. A few more gems, and she would head home. Her saddlebag was beginning to get heavy, the weight of the gems growing by the second.

She dug up another batch of gems and used her magic to lift them into her saddlebag.

"There," she said, using her hoof to wipe sweat from her brow. "That should be enough gems for now. Guess I'll head back."

She turned to head back down the mountain trail she had used to come up her. As she turned, her back hooves slipped, throwing her off balance. She tried to get her bearings again, but the more she tried, the less balance she had, until she was falling.

She tumbled down the slope, rolling and bouncing the whole way down. Dirt went into her mouth, nose, and eyes as she fell. She bit her tongue as she came to rest at the bottom of the slope.

She just lay there for a moment, trying to catch her breath. Slowly, she stood up. Her legs were sore, not broken thankfully, and though she was dirty and bruised, the skin hadn't been broken.

"Oh! My gems! My hard earned gems!"

Every gem she'd gathered had been scattered around. They were all dirty, some were cracked, and a few were outright shattered. They were useless to her now. She could possibly salvage those that were just dirty simply by rinsing them off in water, but that would diminish their shine. All that hard work, wasted.

Rarity kicked at the ground with her hoof, frustrated. She'd spent the better part of the day gathering those gems, only to lose them thanks to a loss of balance.

_All that hard work for nothing._

She was about to turn and leave when something caught her eye. Something blue. Something shiny. She turned towards the shine, her eyes growing wide with what she saw.

There were hundreds-no, _thousands_-of them, crystals, ranging from the size of pebbles to bigger than the Royal Palace of Canterlot. How she hadn't noticed them before she didn't know, considering the size of some of these things. They were light blue in color and giving off quite the shine. And though it was probably just her eyes playing tricks on her, they seemed to be covered in a light blue aura of flame.

Rarity walked between the columns of crystals, her eyes wide in wonder. She'd never seen anything so mysterious, so beautiful. It was like the crystals had her hypnotized. She couldn't take her eyes off of them, no matter how hard she tried.

Still, she couldn't help but wonder what they were, and how no one had ever seen them before. She'd never heard of any crystal like the ones she was looking at now, nor had she seen them before, and she knew of just about every sort of gemstone and precious jewel in all of Equestria.

_Perhaps I can salvage my designs with a few of these beauties_, she thought, using her magic to break off shards of a large crystal and put them into her saddlebag. _Let's just see how this works, and if all goes well, I can always come back for more._

With her saddlebag full, Rarity turned to head for home.


	2. Through the Ground Bridge

THROUGH THE GROUND BRIDGE

ARCEE COULDN'T HELP BUT THINK ABOUT CLIFFJUMPER. HE WAS ONE OF her closest friends, her best partner, and just thinking about how Starscream had extinguished his Spark made the Energon in her blood boil. And to make matters worse, not only had Cliff been brutally murdered, but Megatron had used his corpse as a test subject for the powers of Dark Energon, bringing him back as a Terrorcon, an undead Cybertronian.

Cliffjumper wasn't the first partner Arcee had lost. Back on Cybertron, during the final days of the war, she was partnered with an Autobot named Tailgate, who, after being captured and tortured by the Decepticons, had been slain by Airachnid. Ever since that moment, Arcee had it out for the rogue Decepticon.

"Hey, you okay, Arcee?"

The voice of her young friend, Jack Darby, snapped Arcee back to reality. She let out an audible sigh.

"Yeah, I'm fine, Jack," she said. "Just thinking about old times, that's all."

"Cliffjumper?"

Arcee didn't answer. She focused her attention back on the road, speeding up a little bit as she approached the mesa Autobot headquarters was located in.

"Yeah, it's Cliffjumper," she said after a moment of silence. "And Tailgate. It feels like it's only been a few months since either was taken from me, even though Tailgate was killed thousands of years ago during the war. And then, just shy of a year ago, Starscream killed Cliffjumper. I'm starting to think I have bad luck with my partners."

"I'm still here," Jack said. "That's something, right?"

"Maybe there's a hint of good luck in there somewhere."

The mesa started to open, the rock sliding down and a giant metallic door sliding to the left. Arcee whipped past and down the corridor, following the curve into the main atrium. What was once a missile silo had been converted into Autobot Headquarters; several advanced computers lined the far wall. A tunnel was on the opposite wall-the Ground Bridge. Across from that was the Ground Bridge control panel. The sick bay was in the far corner. Between it and the Ground Bridge was the main hallway, lined with rooms where the important items were kept.

Standing near the Ground Bridge control was Ratchet, the silo's lights reflecting off of his orange and white paint. He lowered the lever just as Arcee came to a stop.

"Hey Ratchet," Jack said as he slid off of Arcee. "What's up?"

"Opening the Ground Bridge to bring Optimus and Bulkhead back from the field," Ratchet replied. "They've been investigating an Energon signal in China."

Arcee transformed into her Robot Form. Even in Robot Form, she towered over Jack, though in terms of the other Autobots, she was the smallest of them all, standing at a height of about ten feet tall. She walked over to the Ground Bridge as a massive red and blue big rig and a green SUV came through the swirling vortex. The SUV transformed first, becoming a twenty-five foot tall robot-Bulkhead, a former member of the Wreckers team.

The big rig transformed next, turning into the largest of the Autobots-Optimus Prime. At a height of nearly thirty feet, he towered over all the other Autobots.

"Man, it's good to be back," Bulkhead said, stretching. "If I never see another panda, it'll be too soon."

"So, how'd it go?" Ratchet asked. "Did you get the Energon?"

"It was a trap," Optimus replied. "The Decepticons set up a fake Energon beacon to lure us out into the open."

"Why didn't you call for backup?" Ratchet asked.

"It was a couple of Vehicon drones," Bulkhead said. "Nothing we couldn't handle. So, where's Miko? Gotta tell her about the heads I smashed."

They heard the sound of a car coming down the entrance corridor. A few seconds later, a yellow muscle car with black racing stripes came around the corner. It came to a stop in the center of the atrium. The doors opened, and Miko and Raf climbed out, allowing the car to transform into an eighteen foot tall robot-Bumblebee.

Miko immediately ran over to Bulkhead. "Hey, Bulk! You ready to rock? We got all weekend to party hard!"

"You should have seen China," Bulkhead said.

"What? You were in China?" Miko cried.

"Bashed some 'Cons," Bulkhead replied, making a punching motion in the air.

"Awwww, and I missed it? Stupid school. Think I can tag along next time, Bulk?"

Bumblebee beeped twice and whirred once. He never spoke actual words; his voice box had been damaged beyond repair during the war. Despite Ratchet's best efforts, Bumblebee's voice box couldn't be salvaged. He'd been delegated to speaking in beeps and whirs, with the occassional pantomime. The other Autobots could easily understand what he was saying, and of the three humans, Raf was the only one who could speak to Bumblebee and understand him.

"Bumblebee is right, Miko," Optimus said. "These recon missions are far too dangerous. Too many have proven to be traps set up by the Decepticons. It would be better for the three of you to remain here where it's safe when we go out on missions."

Miko clenched her fists and flared her nostrils, but simply walked away, heading to what she and her friends referred to as "The Lounge", where they had set up a sofa, television, and video game systems-XBox 360, PlayStation 3, Nintendo Wii. She flopped down on the sofa and just stared at the television.

Bulkhead walked over to her. "Don't you at least wanna hear about what happened in China?"

"Well...sure, why the heck not."

"Well, Optimus and I went to China to check on an Energon signal, but it turned out to be a trap by the Decepticons. Starscream was there, along with a whole bunch of Vehicon drones, but you know how easy those guys go down. And as you would expect, old Screamer took off once the fight started, and the Vehicons came charging at me and Optimus. But you know your 'Bots, once the 'Cons start charging, we start bashing some craniums! Metal flying everywhere as we bashed and blasted them, until they were all out of it."

"And I missed all of the action," Miko sighed. "Story of my life."

Raf and Jack joined Miko on the sofa. Jack and Miko were the same age, sixteen, give or take a few months. Raf was just shy of thirteen years old, and between the three of them, he was the smartest, knowledgable in all sorts of computer software and a relatively good hacker. His skills had helped them out so many times, whether it be locating a lost Autobot or even getting the coordinates for a moving train nearly a year ago.

"Video game tournament?" Jack suggested. "Call of Duty? Halo? Mario?"

"I'll play some Mario," Raf said, picking up the game controller.

"Optimus!"

Optimus joined Ratchet at the main computer. An image of the Decepticon warship, the _Nemesis_, came up on screen.

"What are they looking for?" Optimus asked.

"It's not what they're looking for, Optimus," Ratchet replied. "It's where they're going." He traced the path of the warship. "Looks like they're going towards a nuclear power plant."

"Why? There's no Energon there, right?" Arcee asked.

"Either way, we must stop them from getting there," Optimus said. "Ratchet, open the Ground Bridge." Ratchet typed in the coordinates to the power plant and pulled the lever. Optimus, Arcee, Bumblebee, and Bulkhead stepped up to the Bridge. "Autobots, roll out!"

The four Autobots transformed to their Vehicle Forms and drove off into the Ground Bridge.

"Well, there they go again," Jack said. He picked up two game controllers. "Here you go, Miko. Miko?" She was gone. "Don't tell me..." He looked over to the Ground Bridge, just in time to see Miko run through the vortex. "Darn it, Miko! Raf, come on!"

"What? Jack, wait!" Raf yelled, running after Jack. They hurried down the stairs and through the vortex.

Much like the first time they went through the Ground Bridge, they felt their bones rattling in their bodies. But they'd gone through the Bridge so many times that they barely even noticed anymore.

They came out in an open field next to a large silo, the nuclear power plant. Miko was hiding behind a boulder in the field. Jack and Raf hurried over to her.

"Miko, are you crazy?" Jack hissed.

"What?"

"Always following the 'Bots into whatever scuffle they're getting into," Jack snapped. "You'd think after who knows how many brushes with death you'd learn that trying to get your adrenaline fix is going to come back and bite you in the-"

"Jack! Miko!" Raf yelled. "Look!" He pointed towards the warship. Jack and Miko looked, just as the warship approached the plant. Hundreds of flying Vehicon drones flew from the ship and towards the plant.

Laser fire lit up the sky as the Autobots started shooting at the Vehicons. Several of them exploded in fireballs of red and orange. The Vehicons started shooting back, doing strafing runs as they fired. Their shots hit the ground around the Autobots, missing them completely. It was no secret that the Vehicon drones had some poor aim.

Optimus grabbed a Vehicon and slammed it into the ground before stomping on it. Just for good measure, he shot it, too.

A squad of ten Vehicons landed and transformed, their blasters ready.

Bulkhead punched his fists together. "Who's ready for a skull bashing, 'Cons?" He charged forward, followed by the other Autobots, his hands transforming into his wrecking ball weapons. He smashed through the first Vehicon, shattering its faceplate with one punch.

Jack, Miko, and Raf watched from behind the boulder as the Autobots made short work of the Vehicons and moved in towards the power plant. Miko grinned and ran out from behind the boulder, heading towards the fight.

"Miko!" Jack yelled, reaching out for her. "Darn it!" He hurried out after her.

"Oh man," Raf said. "Why do I always get roped into these things?" He followed Jack.

They met up with Miko at the corpse of a Vehicon. She was closely examining the damage done by Bulkhead's weapon.

"Isn't Bulkhead the coolest?"

Jack didn't answer. He was too busy keeping his head down, covering Raf with his arm, trying not to get hit by any stray lasers. He grabbed Miko's arm and pulled her down.

"Jack, I'm missing the good stuff."

"Miko, I swear, you have some sort of death wish," Jack hissed.

Miko pulled her arm away. "I just want to see our 'Bots kick some 'Con. Is that such a crime?"

Jack rolled his eyes. He wondered why he even bothered trying to reason with Miko; she was impulsive and always jumped into a dangerous situation simply because she found it fun. She enjoyed throwing herself and her friends into dangerous situations, not caring about the consequences.

She took her phone out of her pocket and snapped a picture of the battle, ducking down behind the dead Vehicon, just as a swarm of lasers hit the ground, kicking up a cloud of dust and dirt.

Miko reviewed the photo she'd snapped, a photo of Bumblebee snapping a Vehicon drone's neck. She closed her phone and put it back in her pocket and looked back to the fight.

Megatron watched the battle from the bridge of the _Nemesis_. As far as he could tell, it was a stalemate between the two sides, with the Autobots demolishing the Vehicon drones, but with the Vehicon drones constantly replacing each other. He smiled his wicked smile, knowing that this was all a ploy to distract the Autobots.

Earlier today, Soundwave detected an Energon signal, but the coordinates seemed...odd. They seemed to be on this planet, and yet, not on this planet at the same time, like in some sort of parallel dimension.

Megatron didn't believe in multiple dimensions. He lived in the here and now, and that was all there was. No multiple universes, no alternate dimensions; there was the world he knew and saw, nothing more.

He watched as the Autobots fought their way through the Vehicon drones, shooting and bashing and slicing the drones as they moved towards the warship. He watched as Optimus jumped, grabbing onto a prong on the front of the ship. The other Autobots followed, and though he had to squint to see it, Megatron saw the Autobots' human companions follow them, the little girl in the front and the smallest boy bringing up the rear.

Megatron clenched a fist. The Autobots had been giving him trouble for generations, and the fact that those humans had joined them wasn't helping. Were it not for those humans, Megatron would have brought his undead Terrorcon army through the Space Bridge from Cybertron; they had tried to redirect the Bridge, and informed the Autobots on how to destroy it.

Megatron walked over to Vehicon working a control panel. He looked at the coordinates of the Energon signal.

"We're ready to open the Ground Bridge on your signal, Lord Megatron," the Vehicon said.

"Do it," Megatron ordered.

"Yes, Lord Megatron," the Vehicon said, pushing a button on the console.

"Scrap!" Arcee yelled. "Optimus, they've opened a Ground Bridge!"

The swirling green vortex started to swallow the warship. Slowly, more and more of the warship disappeared.

"Autobots, prepare for Ground Bridge transport!" Optimus called, centering his gravity as the warship finally disappeared completely into the Ground Bridge.


	3. Pony vs Decepticon

PONY VS. DECEPTICON

RAINBOW DASH WATCHED FROM ATOP A CLOUD AS THE GREEN VORTEX opened in the skies above Equestria, spewing forth a large...thing, something she had never seen before. It was massive, easily the size of a Manehattan skyscraper if it were on its side, and had the most menacing look she had ever seen on anything-dark purple, almost black, with three prongs on the front surrounding what looked like some sort of demonic face. Large wings protruded from the side of the object, and on the top of it was some sort of tower.

Rainbow had to squint, but she thought she saw something moving on top of the flying object. Actually, there were a lot of things, most moving, others not. The ones that weren't moving were lying down, almost as if they had been...killed.

_What in the world am I looking at, anyway?_

Something whizzed by her head. She could feel the heat from whatever it was, and realized that it was similar to the things Barrett and Vincent used when fighting that bahamut. What were they called again?

_Oh yeah. Bullets. Wait, bullets?!_

She dived down below the level of the flying object, just as another stream of bullets whizzed through the air above her. She could feel the heat coming off of them as she dove.

"Wow, that was a close one," she breathed as she glanced back at the flying object-

Just to see a swarm of flying creatrues coming at her.

"Ohmygoshohmygoshohmygosh!" she cried as she turned and flew away.

Rainbow Dash was the fastest flyer in Equestria; not even the Wonderbolts could match her top speed, especially when she did a Sonic Rainboom. But these creatures were easily keeping up with her, shooting at her. She dodged left and right, feeling the heat of their bullets against her fur, the scent of the bullets filling her nostrils.

One of the creatures caught up to her, flying next to her, and she could finally get a good look at it.

It was long, much longer than she was, much taller than she was; like the larger object, it was dark purple in color. It was shaped like an oblong box, with a pair of wings at the back. Unlike Rainbow Dash, it wasn't flapping its wings to fly, but rather, it shot out fire from the very back.

"So, just who are you guys?" she asked the creature.

The creature didn't reply. Instead, it fell back to join the rest of the hoarde, and they started shooting at her again.

She dived towards the ground, avoiding the bullets altogether. The flying creatures couldn't maneuver; they kept flying.

"Works every time," she said, chuckling.

Something flew past her, much faster than the other creatures. The slipstream knocked Rainbow Dash off balance, sending her into a spin. She quickly righted herself and glared at the creature as it flew away, joined by several others. This one was more pointed and gray in color. Like the others, it wasn't flapping its wings, but shooting fire out of the very back.

Rainbow Dash watched as the creatures headed towards the ground, but she wasn't prepared for what happened next.

The creatures changed shape, transforming from flyers to humanoid forms!

Rainbow Dash closed her eyes and shook her head, wondering if she was seeing things. She rubbed her eyes with her hooves, bit her own skin to make sure she was awake.

_Nope. Those things are definately real._

She pushed her surprise aside, giving way to anger. These things tried to shoot her for no reason at all. She wasn't going to let that slide.

She dove towards the creatures, landing in front of the gray one.

"Hey!" she yelled. "You guys tried to kill me just a second ago, didn't you?"

The purple creatures raised their arms at Rainbow Dash. Their arms turned into guns, and they took aim. The gray creature waved them back.

"Don't waste your ammunition on this flesh creature," it said, its voice raspy. "What harm could a little pony do to us? Besides, we could obliterate it in an instant."

Rainbow Dash turned her attention to the gray creature. "Has anyone ever told you that you talk a lot?"

The gray creature glared at her. "What did you say to me, you little insect?!" He flexed his sharp, claw-like fingers. "I'll skewer you, pony!"

"If you can catch me," Rainbow Dash said. She flew at the creature and touched it with her hoof. "Tag! You're It!" She flew into the air.

The creature roared as it transformed back into its flight form and followed Rainbow Dash into the clouds, firing as it chased her. Rainbow Dash swerved left and right, dodging the bullets. She dove into the clouds.

She heard the creature fly pas the cloud she was hiding in, knew it was looking for her. She peeked out of the cloud, watched the creature fly around in circles.

"Where are you, little pony?"

Rainbow Dash zipped out of the cloud, flying towards the creature. She was surprised it didn't start shooting at her. Maybe it just didn't notice her. Either way, she saw this as her chance to have some fun with it. She flew up to the creature, swooping around behind it and landing on top of it.

"Come on out, pony. I promise I won't hurt you. Much."

"You're not very good at this, are you?" Rainbow Dash asked.

"What the-? How did you get up there!" the creature yelled. It rolled, throwing Rainbow Dash off. She fell towards the ground. As she neared the ground, she quickly righted herself and flared her wings, slowing her descent enough so that the landing didn't hurt.

The gray creature swooped down towards her, firing its bullets as it went. Rainbow Dash jumped to the side, avoiding the bullets, but not the dirt they kicked up.

"Okay, you really want to mess with this Pegasus?" she snarled. "If you insist. It. Is. On."

She gallopped towards the creature, opening her wings and taking to the air, picking up speed until she had caught up to the creature, which turned and started shooting at her. She flew in circles around the creature, picking up speed until a tornado had formed. The high winds of the twister threw the flying creature off course, sending it careening towards the ground. It transformed before it hit.

Rainbow Dash dispersed the tornado and charged at the creature. As she gallopped, she thought about what she would use another tornado, or fly up into the air and use a Sonic Rainboom on it.

_Yeah, Sonic Rainboom._

"Wait!" the creature cried. Rainbow Dash skidded to a stop. "I'm sorry. I-I'll join the herd! I'll be a good Decepticon. Please, don't hurt me, little pony!"

"I don't know," Rainbow Dash said. "You _did_ try to shoot me. So I don't trust you, besides the fact that I don't know what you are."

The creature eyed Rainbow Dash, as if contemplating its next move. After a few seconds, it raised its arm.

"Die, pony!" The creature twitched its fingers, firing off a missile.

"Ohmygoshohmygoshohmygosh!" She took to the air, the missile following. She weaved between the clouds, the missile staying close.

"Okay, they wanna play?" she mused. "Let's see if they can keep up with this." She looped around a cloud before diving towards the ground, the missiles following her every move. She picked up speed as she descended, a sonic cone forming around her. "Almost there. And...NOW!" She did a quick ninety degree turn, causing a sonic boom colored like a rainbow, as she flew towards the creatures at an extremely high speed.

"What's this?" the gray creature cried. It quicly jumped out of the way. Rainbow Dash zoomed past him, past the purple creatures. She heard a loud BOOM and looked behind her, saw a huge fireball and pieces of the creatures litter the ground.

"Oh yeah," she said, finally coming to a stop. "That was awesome!"

The gray creature picked itself up off the ground. "You little..." He charged at Rainbow Dash. "You're dead!"

Rainbow Dash heard something coming up behind her. She looked over her shoulder, saw a large green..._thing_ speeding towards them. She jumped out of the way as the speeding thing got closer. It rammed into the gray creature, knocking it to the ground.

The green thing opened a door on its side. A young human girl was sitting inside. She reached out and grabbed Rainbow Dash, pulling her in.

"I got you, horsie."

"What's going on here?" Rainbow Dash asked.

"Hey, Bulkhead! This horse talks!"

"Miko, put the seatbelt on," the green thing-Bulkhead-said. Rainbow Dash looked around for the source of the voice, but couldn't find one.

Her stomach lurched as they moved forward. She saw the gray creature shrink away as they moved, gaining speed every second.


	4. High Speed Mountain Pursuit

HIGH SPEED MOUNTAIN PURSUIT

MIKO WATCHED THE PONY SQUIRM IN BULKHEAD'S PASSENGER SEAT.  
She'd never seen any pony like this before-blue fur with a rainbow-patterned mane and tail, wings, and a picture of a storm cloud and a rainbow-patterned lightning bolt on its flank. And earlier, she'd heard it talk. She knew she wasn't hearing things; she had heard human speech come out of this pony.

The pony noticed Miko staring at it. "What?" it asked with a female voice.

"Sorry," Miko said. "It's just, I've never seen a horse with wings before. Or a horse that could talk."

"How could you forget, Yuffie?" the pony asked. "And what in the world is going on here?"

"Wait, who's Yuffie?" Miko asked. "I'm Miko."

"Oh. Sorry. I thought you were someone I knew. Name's Rainbow Dash. Who's your...big friend?"

Miko patted Bulkhead's dashboard. "This is Bulkhead. He's an Autobot."

"A what now?"

"I'm one of the good guys," Bulkhead said. "The guys we saved you from? Those were Decepticons, the bad guys."

"So what's that got to do with Equestria?" Rainbow Dash asked.

"Equestria?" Miko asked. "What's that?"

_RATATATATATATATATATATA!_

Dirt kicked up around Bulkhead as bullets hit the ground. Miko looked in the rearview mirror. Several ground-based Vehicon drones were chasing them, their weapons out and firing at them.

"Step on it, Bulkhead!"

"Hold on, you two," Bulkhead said. He put the accelerator to the floor and picked up even more speed. He sped towards a mountain range, the Vehicons keeping up, their weapons firing, the bullets hitting the ground and kicking up dirt. Miko tightened her seatbelt. Rainbow Dash dug her hooves into the leather of the seat.

Bulkhead's shocks shook as he rolled over the dirt and stone path leading up the mountain. He had to reduce his speed; he wasn't as maneuverable as the Vehicon drones, even though they too had to slow down.

The mountain path weaved left and right, narrowing in some places and widening in others. Bulkhead stayed close to the mountain wall, the rock scraping against his side. The bullets from the Vehicons pelted the mountainside, spraying Bulkhead with pebbles. The pebbles dinged off of him.

"We've gotta lose these guys!" Miko cried. "Bulkhead, step on it!"

"I can't, Miko," Bulkhead said. "If I go too fast we're gonna fly off the edge, and they'll have to pick us up one little piece at a time."

"I've got an idea," Rainbow Dash said. "Here in a little bit you'll come to a fork in the road. When you do, go left."

"Are you sure about that, Rainbow Dash?" Bulkhead asked.

"Trust me!"

"If you say so," Bulkhead said. He drove until he came to the fork and turned left. He checked his rearviews, saw the Vehicons drive right past, still on the right path.

"Didn't they see us go this way?" Miko asked.

"The Vehicons aren't that smart, Miko," Bulkhead said. "You know how stupid they are."

"Yeah, I guess so," Miko said. She looked over to Rainbow Dash. "Why were they going after you?"

"How should I know?" Rainbow Dash snapped. "After that big thing came out of that hole in the sky, those things started shooting at me."

"Big thing? Hole in the sky? Oh, the Ground Bridge and the _Nemesis_," Bulkhead said.

"And I also took out a few of them," Rainbow Dash said, smiling smugly.

"You?" Miko asked. "You're just a little pony. What damage could you do to the 'Cons?"

"I used a Sonic Rainboom on them."

"So _that's_ where that sonic boom and rainbow came from," Miko said. "I was wondering about that."

Bulkhead's radio beeped. "Quiet, you two," he said. "You got Bulkhead. What's up?"

"_Bulk, it's Arcee! Me and Bumblebee have our hands full with the 'Cons! Could use some muscle here!_"

"Where are you, Arcee?"

"_I don't know, in the middle of a forest or something like that._"

"Okay, let me just find a safe place to drop off my passengers, and I'll be right there." He turned off his radio. "Gotta find someplace for you two to stay."

"Can't I come with, Bulkhead?" Miko asked, on the verge of whining.

"Sorry, Miko. Too dangerous."

Miko slumped back in the seat and crossed her arms, visibly disappointed. She'd almost always gone on adventures with Bulkhead-there were a few exceptions, such as when the 'Bots fought the Decepticons at their Space Bridge in orbit-and even when she was told that she couldn't, she always found ways to sneak along. It wouldn't be so this time.

"Well, we're already pretty close to Canterlot, you can take us there," Rainbow Dash said. "My friend Twilight's there on business for Princess Celestia."

"Sounds good," Bulkhead said. "So how do we get there?"

"It's just a couple miles ahead."

Bulkhead shifted hears and pressed the accelerator.

Bulkhead sped down the cobblestone streets. Rainbow Dash was directing him through the city, telling him which street to go down as they searched for the Royal Palace.

"Take a right. Past the next intersection. Left at the one after it, yeah, this one. A little further, and..."

"Bulkhead, stop!" Miko yelled.

Bulkhead slammed on the brakes as a lavender unicorn stepped out into the street. The unicorn took a step back in shock as Bulkhead came to a complete stop. He opened his doors, letting Miko and Rainbow Dash out. Rainbow Dash hurried over to the unicorn.

"Hi Twilight."

"Rainbow, what's going on?" the unicorn asked. "Who is this?"

"Rainbow Dash, can you take Miko the rest of the way?" Bulkhead asked.

"Sure thing, Bulkhead," Rainbow Dash replied.

"Thanks," Bulkhead said as he whipped around and sped off, leaving tire tracks on the cobblestone road.

The lavender unicorn coughed as the dust began to settle. "He's in a hurry, isn't he?"

"Well, he's got some 'Cons to crash," Miko said.

"'Cons?" the unicorn repeated. "What does that mean?" She turned to Rainbow Dash. "So, who's the human and her...odd friend?"

"Miko and Bulkhead," Rainbow Dash said. "Miko, meet Twilight Sparkle."

"Hello, Miko," Twilight said. "Why didn't your friend stay?"

"He's gotta go help the other 'Bots," Miko said, putting her hands on her hips. "Wish I could go see."

"I don't get it," Twilight said.

"I'll explain," Rainbow Dash said. "Right now, we have to get to the palace. Bulkhead said we should be safe there."

Bumblebee blasted a Vehicon drone in the chest and kicked another one in the head as he and Arcee ran through the forest. Jack and Raf ran behind them, ducking behind trees and dead Vehicons to avoid the bullets and laser fire.

Arcee put her blasters away and flipped out her arm blades. She slashed a nearby Vehicon in the chest and kicked it to the ground.

A missile hit the ground in front of her. She squinted through the dust, saw Starscream fly overhead in his jet form. He soared towards a nearby mountain. Arcee watched him fly. His path looked deliberate, as if he was after something on the mountain. She squinted her optics, zoomed in a little bit, saw a little white horse on the mountain path.

"Starscream's attacking a local! 'Bee, you got this?" Bumblebee beeped a few times, waving Arcee on.

Arcee stepped back to join Jack at the corpse of a fallen Vehicon. "Jack, I need you to come with me."

"You sure that's a good idea, Arcee?" Jack asked.

Arcee transformed back into her motorcycle form. "Just climb on! I can't hold that horse in this form!"

Jack didn't know what Arcee was talking about, but whatever it was, Arcee really needed his help. She wouldn't ask him to do something in the middle of a battle if it wasn't important.

"Okay," Jack sighed as he slid onto Arcee. He gripped her handlebars and put his feet on the footrests. "Let's go."

"Hold on," Arcee said. She revved up and sped off, kicking up a cloud of dirt and dust behind her. Jack squinted his eyes against the wind as Arcee picked up speed, tightened his grip as she swerved between the Vehicons, flinched as the 'Cons fired at them.

Arcee sped out of the forest and turned towards the mountain, sliding on the soft ground before straightening herself out. Jack spat dirt out of his mouth and tightened his grip on Arcee's handlebars as she spun her back wheel and sped towards the mountain.

"Why are we going after a horse?" he asked.

"Starscream wouldn't be going after it if it didn't have anything of importance," Arcee replied. "There's a reason he wants that horse, and besides, Optimus wouldn't want it to get hurt."

Arcee hit the mountain path and sped up, using the extra horsepower to make her way up the mountain. She rounded curve after curve, slowing down a couple of times to make a sharp turn and squeeze through a small gap.

Bullets kicked up the stone ground around them as the flying Vehicons fired. Jack lifted his leg away from the ground, trying to distance himself from the bullets and laser blasts. Arcee sped up, rounding another curve, where Starscream was transforming into Robot Form. Jack looked past Starscream, saw a the horse Arcee was talking about backed into a corner.

"I see you have some Energon," Starscream said. He held a hand out to the horse. "Give it to me, and I'll make sure your life is spared."

"Jack, go get the horse," Arcee said. Jack slid off of Arcee as she transformed. She flipped out her arm blades. "Never known you to torment a little pony, Starscream."

Starscream whipped around, visibly surprised. "You?!"

"So, heard you say this horse has Energon on it."

"Energon that will belong to the Decepticons, Autobot," Starscream said as he aimed a missile at her. He twitched his fingers, and fired the missile.

Jack snuck past Starscream, whose attention was fixated on Arcee, and when he was out of Starscream's line of sight, he ran over to the horse, which was smaller than he expected-about four feet tall, with a raven mane and tail, white fur, a mark of three diamonds on its flank, and a horn on its head, like a unicorn.

Jack slid on the rocks as he stopped. "Come on, Horsie," he said. "I'll get you out of here."

"How can I trust you," the unicorn-female-said with a slight British accent, "when you're with these transforming monsters?"

"Look, Arcee and I are here to save you," Jack said. He shook his head. "I can't believe I'm talking to a talking _unicorn_." He shook his head again. "Never mind. Listen, either you let us help you, or you can get squashed by the 'Cons."

"The what?"

Bullets and laser blasts pelted the ground around them. Jack threw his body over the unicorn and covered his head with his hands.

"The guys shooting at us, that's what!"

"Oh." The unicorn wiggled out from under him. "I see. Let's get out of here!"

Jack jumped to his feet, and he and the unicorn started running, hurrying down the path, past Arcee and Starscream, who were visciously trading blows.

Arcee saw Jack and the horse run past them. She jumped into the air, spun, and kicked Starscream in the head, knocking him to the ground.

"So go ahead and finish me, Autobot."

"Another time, 'Scream," Arcee said. She returned to her motorcycle form and sped up to meet Jack and the horse. She slowed down as she got closer. "Jack! Grab the horse and jump on!"

"Sorry about this," Jack said, wrapping his right arm around the horse. With his left hand, he grabbed Arcee's handlebar and jumped onto the motorcycle seat. He pulled the horse up onto the seat in front of him. "Hold on, Horsie."

"My name is Rarity," the horse snapped.

"Both of you hold on!" Arcee yelled as she sped towards the edge of the cliff.

"Uh, Arcee? Are you sure this is such a good idea?" Jack asked.

"Just hold on," Arcee said as she picked up even more speed.

"Don't tell me we're going to-" Rarity begain.

Before she could finish her sentence, Arcee sped off of the cliff. Jack tightened his grip on the handlebars and pressed his body against Rarity, keeping her from flying off. Arcee's wheels hit the slope. The rocks vibrated her shocks as they picked up speed. The ground came up to them extremely fast, and before they knew it, they were level again, back on the dirt, and speeding away from the mountain.

"Arcee, don't ever do that again," Jack said, trying to catch his breath.

"Yes, I agree," Rarity said. "That was terrifying. In fact, this whole day has been nothing but terrifying. All I was doing was searching for more gems, and next thing I know, I'm being chased by these monsters!"

"Well, you're safe now, Rarity," Jack said.

"Not just yet," Arcee said, looking back in her side mirrors. Several flying Vehicons were chasing them, as were a number of ground-based 'Cons.

"Can't they just leave me alone?" Rarity groaned.

"You can complain later," Arcee said, picking up speed. "We've got to ditch these scrapheads." She sped down the road, swerving to avoid the bullets and laser blasts.

After a few moments, a small village came into view. Arcee sped towards the village, swerving to avoid the bullets and lasers.

"Maybe we can find a place to hide in that town," Jack said.

"You're leading those monsters right to Ponyville!" Rarity yelled.

"Pipe down and hold on tight," Arcee said as she sped into the town.

Ponies scattered as they ran to get out of Arcee's way. She spun, kicking up dirt and dust. She revved her motor as the Vehicons sped into the town, smashing through fruit stands and narrowly missing some ponies.

"Jack, take Rarity and get somewhere safe," Arcee said. Jack slid off of Arcee, lowering Rarity to the ground as Arcee transformed. "Your dead, 'Cons." She charged at the Vehicons.

"Come on, Rarity, let's get to a safe distance," Jack said.

"I know where to go," Rarity said, running ahead of Jack. "Follow me."

Arcee delivered a hard punch to the nearest Vehicon before kicking another one in the chest, knocking it to the ground. The Vehicon she'd punched grabbed her arm and threw her to the ground. Arcee somersaulted, landing on her feet, and flipped out her arm blades.

The Vehicons flipped out their blasters and started firing at her. She swerved left and right as she ran at the 'Cons. She slashed at the nearest 'Con, slicing its faceplate open, then dug her arm blades into the head of another. She kicked it away.

A sharp pain hit her side, and she realized that she'd just been shot.


	5. Hostage

HOSTAGE

RARITY LED JACK THROUGH PONYVILLE UNTIL THEY CAME TO HER HOUSE. She skidded to a stop, Jack following close behind. Jack put his hands on his knees, gasping for breath. He felt like he'd been running for hours. The sounds of Arcee's bout with the Vehicons could still be heard.

Jack took the moment to observe Rarity's house. It was conical shaped, mostly white, and decorated with what looked like gemstones.

_A little over the top for such a small town,_ Jack thought.

Bumblebee sped up to them, his tires squealing as he stopped. His door swung open, and Raf jumped out.

"Thanks, 'Bee," he said. "Good luck." Bumblebee beeped twice before closing his door and speeding off. "Hey Jack. You okay?"

"Yeah, I'm fine," Jack said. "You know where everyone else is?"

"I wish," Raf said, shrugging his shoulders. "Haven't seen Optimus, Bulkhead, or Miko since we got here."

"Excuse me," Rarity said. "But who is this?"

"Oh. This is my friend Raf. Raf, meet Rarity. An actual talking unicorn. Can you believe it?"

"Wow," Raf breathed. "I thought they were just legends."

There was a loud explosion, causing them to turn their attention back in the direction of the battle.

Arcee lay on the ground, the pain of the 'Con's laser still resonating through her body. She heard their footsteps as they approached, heard their weapons flip out. She looked up at the 'Cons, saw their weapons ready to fire.

"Go on, 'Cons," she calmly said. "Do it. Get it over with."

She heard the sounds of a car engine speeding towards them. She looked, saw Bumblebee coming up at a high rate of sped.

Bumblebee transformed, leaping into the air, and kicked a Vehicon in the head, punched the other one in the face and threw it to the ground. A quick stomp to the head made sure the 'Con wasn't getting up.

He turned away from the down Vehicons and helped Arcee to her feet.

"Thanks, Bumblebee," she said. "I needed the assist. Where are Bulkhead and Optimus?" Bumblebee gave a series of beeps and whirs, shrugging his shoulders. "No idea, huh?"

The Vehicons slowly rose to their feet, their weapons ready. Arcee and Bumblebee got ready to fight again, flipping out their weapons.

The sound of a loud horn filled the air, and before the Vehicons could do anything, they were blindsided by a red big rig-Optimus-followed closely by Bulkhead in SUV form. The Vehicons tumbled through the air before landing hard on the ground.

Optimus and Bulkhead transformed, their weapons out. Bulkhead slammed his wrecking balls together.

"Who's ready to rock?"

The two Vehicons looked at each other before transforming and speeding away.

"So, what took you guys so long?" Arcee asked as their weapons flipped away.

"Hey, you try getting through a traffic jam of ponies," Bulkhead said.

"Where are the humans?" Optimus asked. Bumblebee gave a series of beeps and whirs as he pointed back into town. "I see. And what about Miko?"

"Left her up at the capital city with some princess," Bulkhead replied. "Hope the 'Cons havent' found that place yet."

Miko's eyes wandered as Rainbow Dash and Twilight Sparkle led her down the corridor. There was a large red carpet adorning the floor and its walls were lined with elegant and beautiful stained glass windows. The roof was really high up, and their footsteps echoed off of the walls and cieling.

"This place is huge!" she exclaimed. "And this is where your princess lives?"

"That's right," Twilight said. "You'll like Celestia. She's kind, caring, benevolent-"

"Don't you think those...bad monsters will find this place?" Rainbow asked. "I mean, they don't look too friendly."

"What exactly are they?" Twilight asked. "I don't think I've ever seen anything like them. The last monster that was here was that bahamut, remember?"

"Don't remind me," Rainbow said. She turned to Miko. "So, can we get a little backstory on those things?"

"The good guys are the Autobots and the bad guys are the Decepticons," Miko said. "It's pretty easy to tell who's who; the Autobots won't try to shoot you. They've been at war for a pretty long time."

"Why?" Twilight asked.

"They're fighting over Energon."

Twilight stopped in her tracks and turned to face Miko, her eyes wide with surprise. "Did you just say Energon?"

"Yeah," Miko replied. "You've heard about it?"

"It sounds familiar," Twilight said, a thoughtful look on her face. "Follow me."

She led Miko and Rainbow Dash to another part of the palace, a library. There were hundreds-no, _THOUSANDS_-of shelves filled with thousands-no, _MILLIONS_-of books, more books than Miko had ever seen, more than she could ever count. The roof was even higher here than the rest of the palace, if only to accomodate the shelves, statues, and the massive hourglass in the center of the room.

"Whoa," Miko breathed.

Twilight ran up a set of stairs to the higher level. Her horn started glowing, and several books levitated off of the shelves.

"No. No, no, not that one. Not this one, either. Oh, where is it?" She ran back and forth from shelf to shelf, sorting through book after book.

"Does she do this often?" Miko asked.

"Yeah, she's a bit of an egghead," Rainbow Dash replied.

"Found it!" Twilight cried. Miko and Rainbow Dash hurried up the stairs to join her. Twilight flipped through the book, its pages turning without her actually touching them.

"How's she doing that?" Miko asked.

"Unicorn magic," Rainbow Dash replied.

"Here's the entry," Twilight said. "But all it says is that Energon is an otherworldly substance that is still a mystery to Equestria."

"I can fill in the blanks," Miko put in. "It's from the planet Cybertron. Think of it as the fuel for the 'Bots. Optimus said they shipped a lot of the stuff off Cybertron during the war way back when."

"Geez, how long have they been fighting?" Rainbow Dash asked.

"A really long time," Miko replied. "Thousands, millions of years, actually. They're a heck of a lot older than any of us."

There was a loud boom, like a sonic shockwave. Miko looked out the window, saw a military drone go flying past.

"Oh, scrap."

"What is it?" Twilight asked.

"Soundwave. A Decepticon. One of the bad guys," Miko replied. "And it looks like he's headed for that little town down there."

Twilight and Rainbow Dash hurried over to the window. "Ponyville?!"

"If they're really at war," Rainbow Dash said, "then that means that they're going to end up destroying Ponyville! We have to get there, fast! But I can't carry the both of you."

"I'll get us there," Twilight said. "Stay close to me, girls." Miko and Rainbow Dash moved closer to Twilight, who closed her eyes tightly and began to concentrate hard. Her horn started to glow-

And the next thing they knew, they were in Ponyville, standing in front of Rarity's house; Rarity, Jack, and Raf were there, Jack and Raf looking confused and surprised.

"Whoa," Miko said in a daze. She felt like she was going to throw up. "Warn me next time. Makes me miss the Ground Bridge."

"Sorry," Twilight said.

Jack and Raf ran over to Miko. "You okay, Miko?" Jack asked.

"Yeah, besides a bit of nausea," Miko replied. "Where are the 'Bots? Kicking the scrap out of the 'Cons?"

As if to answer her question, the four Autobots came rolling up to them in Vehicle Form. As they got closer, they transformed into Robot Form. Miko ran up to them.

"So, where are the new battle scars?" she asked Bulkhead.

"On the 'Cons," Bulkhead replied.

"So," Raf said, "who are your...friends, Miko?"

"We'll worry about that later," Miko said. "Optimus, Soundwave is on his way here! He'll be here any second!"

No sooner had she said that did they hear the _whoosh_ of Soundwave's jets. The Autobots turned around, their guns whipping out, as Soundwave descended from the sky and transformed. Out of all the Decepticons they had seen today, Soundwave was one of the most dangerous and frightening. He was considered the eyes and ears of the Decepticons; he could tap into any surveillance system to spy on his target, as well as use his drone Laserbeak to observe activities that Soundwave himself couldn't see. He was about as tall as Bumblebee, a shade of dark purple-almost black-and his arms were impossibly long, reaching down past his bird-like knees. But perhaps the most disconcerting feature about him was his face, or lack thereof. There were no eyes, there was no mouth-it was just a blank slate.

"All of you, run!" Optimus said. "We'll hold him off!"

"Run?" Miko asked. "And miss the smackdown? I don't think so."

Twilight grabbed Miko's shirt in her mouth and started pulling. "Come on, Miko. You heard him. Or do you want to get squashed?"

"Oh, right," Miko said.

"Let's go," Jack said, and they all sprinted off as fast as they could.

Spike poked his head out of the door. He'd heard a whole lot of commotion outside of town. Whatever it was, it didn't sound good. There were the sounds of a huge battle; he saw plumes of smoke rising in the distance.

Fluttershy, Pinkie Pie, and Applejack had arrived a little while ago, looking for Twilight; that was when the sounds first started. Since then, they had taken cover inside, listening to what sounded like a brutal fight.

"Do you think it's over?" Fluttershy asked, her voice no more than a squeak.

"Dunno," Applejack replied. "Maybe."

"Hey, here comes Twilight!" Pinkie Pie shouted. "And Rarity, and Rainbow Dash, and...humans?"

They weren't the humans Pinkie Pie had expected. She was expecting Cloud and his friends, but she didnt' recognize these humans. Two boys, one much younger than the other, and a girl, about the same age as the older boy. They were covered in dirt and their skin was glistening with sweat.

"You sure this is a good place to be?" the younger boy asked.

"Don't worry, we're safe here," Twilight replied.

"Hey Twi, who're the humans?" Applejack asked.

"Oh. Jack, Raf, Miko, meet my other friends-Fluttershy, Pinkie Pie, and Applejack. These humans are with those creatures-the good guys, I mean."

"What the hey does that mean?" Applejack asked, eyeing the humans.

"A war," Jack said. "That's what."

A shadow flew overhead. They all looked up and saw...something fly by. It was large, about the size of two full-grown griffons put together, black and with sharp edges.

"Laserbeak!" Miko cried.

Laserbeak dived towards them. They all ducked down, trying to get out of the way. As Laserbeak dived, it extended its tentacle-like cables, plucking Rarity off the ground.

"Release me, you fiend! Unhand me at once!"

Laserbeak flew higher into the air and sped off.

"Come on!" Jack yelled. They all took off running after Laserbeak. "Hold on, Rarity! We're coming!"

They followed Laserbeak back to the fight, just as Optimus delivered a devastating punch to Soundwave's faceplate, cracking it. Soundwave stepped back, but otherwise, didn't care that he had been damaged.

Laserbeak hovered next to Soundwave. Soundwave held out his hand, taking Rarity from his drone. Laserbeak returned to its resting place on Soundwave's chest.

The Autobots aimed their weapons at Soundwave, ready to shoot him.

"Hold your fire," Optimus said. "You'll hit the unicorn."

Soundwave gave a little nod before transforming back to his Vehicle Form and flying away.

"Rarity!" Spike cried, reaching out. "No!"


	6. Interrogation

INTERROGATION

MEGATRON WALKED DOWN THE HALLS OF THE _NEMESIS_. ANY VEHICON drones that were in his path quickly stepped aside. They'd seen Megatron lash out at his troops simply for standing in the wrong place at the wrong time. He wasn't the leader of the Decepticons for his personality, but for his power, power that commanded the ultimate respect from everyone aboard the warship.

Megatron had just left from visiting Knock Out, to learn where exactly the Ground Bridge had let them out. It wasn't any place they were familiar with; truth be told, Megatron didn't care, so long as there was Energon here, Energon he could use to power his army and destroy Optimus Prime and the Autobots.

He stopped as a Vehicon's voice came over the intercom system.

"Lord Megatron."

"What is it?" Megatron asked.

"Soundwave has returned. And he's not alone."

"He led the Autobots to us?"

"No, My Lord. He has a hostage. And the hostage has some Energon crystals."

Megatron stroked his chin. _A local with Energon crystals, hmm? This should be...intriguing._

He made his way to the bridge of the ship. The door slid open as he got close. The light from the computer screens cast a blue glow on everything in the room-the walls, the Vehicon drones, even Soundwave, who stood in the center of the room, a small horse clutched in his hand.

"I was told you had a hostage who had some Energon, and you bring me an equine?" Megatron snapped.

"Release me, you ruffian," the horse growled at Soundwave.

"So, it's sentient," Megatron mused. "Most interesting. Tell me, little equine, where did you find the Energon you now possess?"

"Even if I knew what you were talking about, I wouldn't tell you," the horse snapped. "I've seen enough to know that you and these other creatures would just use it for evil purposes."

"Evil is a matter of perspective," Megatron said. "Soundwave, place her in the brig. I'll deal with her in a moment."

The Autobots had reached their top speeds as they sped along the ground, their search for the _Nemesis_ growing ever more desperate. They knew what the Decepticons were capable of, what they did to their prisoners, what they would do to Rarity even if she gave them the location of the Energon field. Optimus had seen it all too often during the war-brutal acts of torture done by the Decepticons on their Autobot prisoners, and even on Decepticon traitors.

The Autobots had been joined by their human allies, as well as the five ponies and the young dragon. Spike, Twilight, and Pinkie Pie were riding with Optimus; Applejack and Fluttershy were riding with Bumblebee and Raf; and Rainbow Dash was riding with Bulkhead and Miko; Jack, as always, was riding Arcee. He had to squint his eyes to see, the wind blowing hard against his face at such high speeds.

"Where did that thing take Rarity?" Spike asked.

"Most likely to the Decepticon warship, the _Nemesis_," Optimus replied.

"So why don't we just head to the ocean?" Applejack suggested. "After all, it _is_ a ship, isn't it?"

"It's not that kind of ship, Applejack," Bulkhead's voice came over the radio. "This one flies."

"Oh, like an airship," Rainbow Dash said.

"Something like that."

"But why would the bad guys kidnap Rarity?" Pinkie Pie asked. "What'd she ever do to them?"

"Maybe it has something to do with the Energon she had in her saddlebag," Jack guessed.

"What exactly is Energon?" Twilight asked. "The only things my books say about it is that it's a mysterious otherworldly substance."

"Energon is the fuel and lifeblood for all Cybertronians," Optimus said. "Be they Autobot or Decepticon. It's the reason we are fighting this war. We used up all of the Energon on our home world, Cybertron, fighting the Decepticons, and thus scattered to the stars to seek refuge on other planets."

"We learned that during the war, a lot of Energon had been dumped off world," Arcee put in. "That's how Energon came to be on planets such as this one."

"If the Decepticons gather enough Energon, they will use it to conquer this planet, and others; Megatron will raise an army of unstoppable warriors and take the galaxy in his name."

"Megatron?" Fluttershy repeated. "Sounds scary."

"You have no idea," Jack said over Arcee's radio. "There's a reason he's their boss. I'm not crazy for any Decepticon, but Megatron is one you do _not_ want to meet. Trust me."

Bumblebee's voice came over the radio, a series of beeps and whirs. "You're right, Bumblebee," Bulkhead said. "Less talking, more looking."

The bonds weren't made of rope or chain, but rather, they seemed to be made up of pure energy. Rarity struggled agaisnt them, trying to free herself; even if she somehow managed to get loose, there was nothing but thirty feet of air between her and the floor. If she survived the fall, she would most likely have to contend with a broken leg or two, which woul greatly hinder her as she tried to escape; from what she saw, this ship was crawling with these creatures, these Decepticons. She'd seen the damage they were capable of, and though she dared not think about it, she knew that as long as she was their prisoner, she would be suceptable to such atrocities.

The large Decepticon, Megatron, approached her, stepping out of the shadows like a monster in a nightmare. She stared at his face; that pale gray face, those demonic red eyes, those shark-like teeth. The rest of his body was smooth yet angular; his shoulders spiky, his knees pointed, his fingers more like claws.

"It's not everyday I come across a sentient being other than a Cybertronian or a human," he said. "Let alone one with Energon. So tell me, where did you find it?"

"Energon? What is that?"

"Don't play foolish with me, horse!" Megatron bellowed. He opened his hand, revealing Rarity's saddlebag. With his other hand, he reached inside and pulled out one of the crystals Rartiy had found this morning. It was tiny compared to him, almost to the point where he could barely even see it between his two fingers. "I know you found this somewhere. So tell me!"

"What good are a few gems to you?"

Megatron smiled, revealing his shark-like teeth. "You really don't know what this is, do you? You're not looking at a mere jewel. No, you are looking at a source of unlimited power. So, I'm going to give you one last chance to tell me where you found it, otherwise, well..." Another Decepticon stepped up to him and handed him a large prod, its tip bristling with electricity. "We have ways of making you talk." He pressed the tip of the prod against Rarity's belly.

The pain was excrutiating, the worst pain she'd ever felt in the two seconds the prod was against her skin. She felt like she was being struck by a lightning bolt; she could smell her fur and skin start to burn; felt the heat from the prod as Megatron pulled it back.

"You may think of Energon as another pretty gem, my little pony," Megatron said. "But it does not mix well with the nervous system of a carbon based organism such as yourself."

Rarity tightly closed her eyes and clenched her teeth at the residual pain. She glared at Megatron.

"You...You're pure evil."

"As I said, that is a matter of perspective. Now, where is the Energon field?" He pressed the prod against her again, holding it on her flesh for much longer-about five seconds. He pulled the prod away, listening to Rarity pant as she tried to breathe. "Still won't talk?" He pressed teh prod against her for a third time. This time, Rarity cried out in pain, screaming at the top of her lungs as the energy coursed through her body, up and down her spine. "Ah, how I love the sound of a flesh-based creature screaming in agony. But soon, you'll be begging for mercy." Again, he pressed the prod against her. "And when you do, you _will_ tell me the location of the Energon field. And then, I assure you, the pain will stop." He put his cold claw-like fingers against Rarity's neck. "Once Death's cold embrace takes you, that is."

Bumblebee whisteled as they rounded a hill. He skidded to a stop, his tires digging into the ground as he did. The other Autobots also stopped, and they stared at what lay before them.

"The _Nemesis_," Optimus breathed.

"Why's it on the ground?" Raf asked.

"Who cares why?" Miko asked in return. "Let's just storm the joint and save Rarity."

"I'm with Miko," Rainbow Dash said. "We've spent enough time talking. Let's go in there and-"

"And do what, exactly?" Bulkhead asked. "Look, it's not that I don't want you to save yoru friend, Rainbow Dash, but you don't know how dangerous this thing is. We do. We've seen firsthand what the Decepticons are capable of."

"Bulkhead's right," Arcee said. "Besides, we can't just go in there guns blazing. Megatron will know that we've arrived if we do."

"I'm afrad, Arcee, that he already knows," Optimus said. "Soundwave is no doubt connected to the security feed. He's most likely seen us by now. We're going to have to move quickly. Autobots, roll out!"

Rarity was having difficulty breathing; her breaths could only come in short bursts thanks to the pain coursing through her body. Megatron had been continuously zapping her with the prod, and it was beginning to show-her fur was starting to darken, and the skin underneath was getting redder every second. Tears of pain flowed from her eyes, and a trickle of blood came from the corner of her mouth.

"You're quite resilient for such a small creature," Megatron said. "I must say I'm rather impressed."

"I told you," Rarity said, gasping for breath, "I'm not telling you where I found those gems, not if you're going to use them for evil purposes."

"No, I suppose not. And if I continue to use the prod, you will most likely end up dying before you reveal the location of the Energon field. Fortunately, there are other methods of obtaining such information." He touched the side of his head. "Knock Out, ready the laboratory, and prepare for cortical psychic patch."

Rarity didn't know what Megatron was talking about, but she knew she wasn't going to like it.

Megatron grabbed Rarity in his massive hand. The electric bonds disappeared as he started walking towards the door.

"If you won't talk, I'll just search your mind."

They went down the hallway to a large door. It slid open as they approached. Another Decepticon-Rarity guess he must be the one named Knock Out-was at a computer console, a long cable in his hand.

"Knock Out, is the cortical psychic patch ready?"

"Ready, my liege," Knock Out replied. "But you must know, Lord Megatron, that the cortical psychic patch was never intended to be used on carbon-based lifeforms. The little pony may very well end up dying during the procedure."

"Be that as it may, Knock Out," Megatron said, "but I _will_ learn the location of the Energon field from this creature." He tossed Rarity to Knock Out. "Strap her down." Knock Out carried Rarity to a large table. He placed her on the surface and wrapped a metal band around her.

"Oh, and one more thing," Megatron said as he lay down on the other table in the room. "You will do wise to never question my orders again, Knock Out!"

"O-of course," Knock Out said. "Apologies, Lord Megatron." He stepped around to the back of Megatron's table and inserted the tip of the cable into the slot; he then did the same for the table Rarity was on. "Don't you worry, little horsie," he said. "Cortical psychic patch is relatively painless. Unless, of course, Megatron decides to knock the scrap out of you while he's inside your head."

"Wait, what?!" Rarity yelled. "You're going into my mind?"

"I told you I was on the way here," Megatron said. "Knock Out, let's begin."

"As you wish, my liege," Knock Out said. He pressed a button on the control console.

There was a split second of pain as Rarity felt like her head was about to split open before she slipped into unconsciousness.

It was a very surreal feeling, watching herself climb the mountain. Whatever Megatron had done, it was causing her to see herself in the past-in this case, just this morning.

"A marvelous invention, wouldn't you say?"

Rarity whipped around, saw Megatron standing above her.

"What is this? What are you doing to me?!"

"We are inside your mind, seeing past events unfold," Megatron said. "Your memories. While you did not reveal the location of the Energon field through conventional interrogation methods-"

"You call what you did to me conventional, you barbarian?!"

"Silence!" Megatron bellowed. "As I was saying, I've been forced to do something a little more...unconventional by diving into your memories."

"My memories?"

"You may have had the will to keep your mouth shut, but your memories never lie."

They continued to watch as Past Rarity gathered gem after gem, putting them in her saddlebag. Rarity watched with wide-eyed fascination and confusion as her past self moved, doing exactly what she had done earlier this morning. Megatron stared at the scene, waiting for the moment he was seeking.

He laughed as Past Rarity fell into the gorge. "You Earth creatures are so clumsy." He stopped laughing as he saw what Past Rarity had fallen into. "That's it. That's the Energon field! Now, to determine its exact location." He looked around. "That is where the ship came to land. So we're about five miles away. Interesting." He turned to Rarity. "Now, what to do with you. I could simply blast you," he said, aiming his arm cannon at her. "But no, that's too quick. This deserves something slow and painful. Perhaps I should eviscerate you right here and now, or maybe I should leave you with Knock Out. He's always looking for new science experiments."

Before he could decide, he felt himself being pulled back, as if by an invisible rope.

Megatron's eyes snapped open, his mouth open in an angry snarl. "Knock Out! Why did you interrupt me?!"

"Apologies, Lord Megatron," Knock Out said. He pressed a button on the control panel, bringing up a security feed, which showed the Autobots running through the halls of the ship, gunning down Vehicon drones. "But the Autobots have started attacking."

"They must be here for the equine," Megatron guessed. He got up from the table. "Fine. I'll deal with them."

"What about the horse?"

"I have the information I need," Megatron replied. "To me, she is superfluous. You may do with her as you please." The door slid open as he left the room.

Knock Out turned to the horse, who was squirming to get free of the restraints. "Don't bother. Those restraints can hold down even a Prime." As he approached Rarity, his hand turned into a buzzsaw.

"What are you going to do to me?" Rarity asked, still trying to free herself.

"I've never studied a horse before," Knock Out said. "I'm going to cut you open, see what makes you tick." He slowly lowered his buzzsaw towards Rarity. She felt the breeze of the saw as it got closer. She squirmed, trying to get away, as far from the buzzsaw as she could.

At the last second, Knock Out pulled his buzzsaw away and flipped his hand back out. "Made you squirm." Rarity let out a sigh of relief. "Buzzsaws are too messy, and they tear up the juicy insides. The last thing I want is to look at a sliced up organic heart." He held up a finger. It split open, revealing a sharp scalpel. "This will do much better." He lowered the scalpel towards Rarity. "This may only tickle."

"May only tickle? You're going to cut me open while I'm still awake!"

"Exactly," Knock Out said. He pressed the tip of the scalpel against Rarity's flesh. "I enjoy the sounds of a lesser being screaming in agonizing pain."

Rarity took a deep breath and closed her eyes tight, waiting to feel the pain of the knife severing her flesh.

Bulkhead smashed a Vehicon's head between his wrecking balls. He tossed the 'Con aside and charged for the next one, dodging its laser fire. He smashed its chest with a solid punch, knocking it to the ground.

"Don't destroy them all," Optimus said as he shot a Vehicon in the face. "One of them may know where Rarity is."

"Only one way to find out," Arcee said. She did a spin-kick on a Vehicon, knocking it to the ground. She planted her foot on its chest, holding it down. "Where's Rarity?" The Vehicon didn't answer. Arcee flipped out her arm blades. "Tell me, damn it!"

"Get scrapped, Autobot," the Vehicon snapped.

Applejack trotted up to the Vehicon and bucked it in the head. "Y'all tell us where our friend is or we'll-"

"You'll what, you rat?" the Vehicon said.

Twilight trotted up to the Vehicon. "This." Her horn started to glow, as did a piece of another Vehicon-a 'Con's gun arm. She used her unicorn magic to aim it at the Vehicon's head. "I've seen how this works. I won't hesitate to use it, unless you tell us where Rarity is!"

"Is that _really_ what this is all about?"

There was something about that voice that sent shivers up and down Twilight's spine; something sinister, something dark, something evil-pure evil. She looked down the hallway, and immediately wished she hadn't.

This Decepticon was larger than the others, and just looking at him filled Twilight with a kind of fear she'd never felt before. It was as though she was looking at the face of true evil. He was walking down the hall, his right arm outstretched, his weapon aiming at them all.

"Megatron," Optimus said darkly.

"I must say, Optimus, you certainly know how to make an entrance, smashing through the ship's hull and blasting your way through my troops. I'm certain I already know why."

"Yeah, you do," Rainbow Dash said, flying up to stare Megatron in the face. "Where's Rarity?"

"If anyone's making the demands around here, rat, it is going to be me," Megatron growled. He flicked Rainbow Dash away.

Rainbow Dash quickly righted herself. "Okay, big guy. You're asking for it!" She got ready to fly towards Megatron again, but Applejack grabbed her tail in her mouth.

"Hold on there, Dash!" she said. "Ain't no way you're gonna be able to take him on."

"Applejack is right," Optimus said as he stepped forward. "Arcee, Bumblebee, Bulkhead, take our small friends and get them somewhere safe."

"Take them where you can, Autobots," Megatron said. "But you should know by now, no place on this ship is safe for you, or your little pets."

"Go, Autobots. Get the little ones to safety, and then go search for Rarity."

"Why not just force the location out of Buckethead here?" Bulkhead asked, aiming his blaster at Megatron's head.

"As if I would tell you, Autobot," Megatron said.

"Go, Autobots. I will deal with Megatron myself." He didn't wait for a confirmation from the other Autobots; he charged at Megatron, delivering a hard punch to his face.

Arcee ran ahead of the other Autobots, her blasters sweeping the area as she ran. What Vehicons she came across she blasted; what she missed, Bulkhead and Bumblebee finished.

Bumblebee punched a Vehicon in the face and twisted its head. It fell to the ground, landing hard only a few feet away from the kids and the ponies. Bulkhead smashed another Vehicon between his wrecking balls.

Arcee replaced her blasters with her arm blades and slashed a Vehicon's neck, exposing wires. She grabbed the wires and pulled them out, separating the 'Con's head from its shoulders. Still clutching the wires, she used the Vehicon's head as a bludgeon on another 'Con.

The bodies of dead Vehicons littered the floor. Pinkie Pie climbed over a carcass and took a look around.

"Holy moly," she breathed. "Is there even a floor?"

Fluttershy hid behind the same carcass, breathing hard. She was surprised she had maanged to get this far; normally, she would have frozen with fear much earlier than this. Perhaps it was because she was with her friends, or because she and her friends were being protected by the Autobots. Maybe it was their strength that was giving her the courage to keep going. Either way, she was still scared, and was on the verge of tears.

"Hey! Over here!" Arcee called, waving them over. She and the other two Autobots were standing outside a door. The three of them had their blasters ready. "The eight of you wait out here," she said. "We're gonna see if it's clear." She nodded at Bulkhead and Bumblebee, who nodded back.

Bumblebee stepped in front of the door. It slid open, revealing a large room filled with computer consoles and Vehicon drones working the keypads. The Vehicons turned to the door and quickly readied their blasters.

Bumblebee started firing, taking down a few 'Cons. Arcee leaped into the room, rolling as she landed. As soon as she had righted herself, she started firing. Two Vehicons took laser blasts to the head. Bulkhead and Bumblebee ran into the room, firing their blasters, taking out the remaining 'Cons.

"Clear!" Arcee called outside. The three kids stepped into the room first, followed by the five ponies.

"Everyone okay?" Arcee asked. She was answered by eight heads all nodding in unison. "Good. The eight of you, stay put."

"That means you, Miko," Bulkhead added.

Miko let out an audible groan, but she knew better than to sneak after the Autobots in a situation like this. Sneaking off to watch from the sidelines was one thing, but she'd been in the middle of a 'bot-on-'bot brawl one too many times.

Bumblebee was the last one out of the room. The doors slid closed behind him.

"Whew, that was intense," Twilight breathed. She turned to Jack. "Is this normal?"

"Very," Jack replied.

"Normal, and super awesome!" Miko cheered. "I mean, we were right there in the middle of it!"

Applejack stepped up to Miko. "I don't think this is anything to be cheering about, Miko," she said. "My ears are still ringing from all that shooting and all those explosions."

"Yours aren't the only ones," Pinkie Pie said, rubbing her ear with a hoof. "I can't even hear myself think."

"In fact, Miko, we wouldn't even be here if you hadn't followed the Autobots to begin with," Jack hissed.

"Are you somehow insinuating that this is all my fault?" Miko asked.

"I told you already, your constant need for an adrenaline rush is going to get us killed!" Jack screamed. He pointed to the ponies. "It's going to get _THEM_ killed! You wanna live with that on your conscience if you survive?"

"Well, we're _not _dead, are we?"

"Not yet," Raf said.

"Whose side are you on?" Miko asked.

"STOP IT, ALL OF YOU!"

Everyone turned to Fluttershy, her teeth bared, her eyes glistening with tears, her breath coming out in sharp bursts. It was rare that Fluttershy ever raised her voice; she only did so if she absolutely had to, usually to get someone to stop aruging.

Fluttershy trotted away from the group and lay down under a computer console. She buried her face in her hooves as she started sobbing; she couldn't hold it in anymore. She was so scared, the most afraid she'd ever been in her entire life.

She heard the others join her, felt Jack rubbing a hand through her pink hair. "It's going to be okay, Fluttershy."

"Yeah," Miko added. "The 'Bots will find Rarity, and then they'll come back for us."

"What if they don't?" Fluttershy sobbed. "What if they all end up getting killed? What if the Decepticons have already killed Rarity?"

"Now listen here, sugarcube," Applejack said. "Don't go thinking like that. We've been through too much now for Rarity to get bumped off by a bunch of transformers from some other world."

"Dude, not helping," Miko said.

Pinkie Pie nudged Fluttershy with her snout. "We'll be okay, Fluttershy," she said. "We'll get through this."

"She's right," Rainbow Dash said.

Fluttershy raised her head. The streaks of her tears had soaked the fur on her face. "I'm just...so scared."

"We're all scared," Raf said. "But we got the Autobots looking after us. Everything's going to turn out just fine. It always has. I have faith in Bumblebee."

"In Bulkhead," Miko added.

"Arcee," Jack said. "And Optimus. If anybody can get us through this, it's them."

"It's just that I wasn't expecting it to be this bad," Fluttershy said. "I mean, I knew it would be bad, but not like this." More tears rolled down her face. "I've never been so scared."

"None of us have," Twilight said. "But like the humans said, we just have to have faith."

"You know, my mom had this song she would sing to me when I was little," Jack said. "When I had a dream that really scared me. I still remember how it went, even to this day:

_"Don't lose your way with each passing day  
You've come so far, don't throw it away  
Live believing dreams are for weaving  
Wonders are waiting to start  
Live your story, faith, hope and glory  
Hold to the truth in your heart_

If we hold on together  
I know our dreams will never die  
Dreams see us through to forever  
Where clouds roll by for you and I

Souls in the wind must learn how to bend  
Seek out a star, hold on to the end  
Valley, mountain, there is a fountain  
Washes our tears all away  
Words are swaying, someone is praying  
Please let us come home to stay

If we hold on together  
I know our dreams will never die  
Dreams see us through to forever  
Where clouds roll by for you and I

When we are out there in the dark  
We'll dream about the sun  
In the dark we'll feel the light  
Warm our hearts, everyone

If we hold on together  
I know our dreams will never die  
Dreams see us through to forever  
As high as souls can fly  
The clouds roll by for you and I"

Fluttershy raised her head towards Jack, a small smile on her face. "Thank you, Jack," she said.

The door slid open. The eight of them pressed their bodies closer to the underside of the computer console, watching the door, waiting to see who was coming in.

The leg of a Vehicon drone came into view, followed by the rest of the 'Con's body. It looked around the room, observing the damage, looking at the bodies of its dead comrades. It took a few more steps into the room, its head shifting left and right as it searched for whoever did this.

"Keep quiet," Jack whispered. "It doesn't know we're here yet."

"And just how long do you think it'll stay that way?" Rainbow Dash asked.

"Hopefully he'll leave in a moment," Jack replied.

Pinkie Pie squeezed closer to the wall. As she breathed, she felt dust sift into her nose, irritating her and bringing on a sneeze. She held her front hooves over her mouth and nose, trying to keep the sneeze stifled.

"Pinkie Pie, no," Twilight whispered. "Don't-"

Pinkie Pie couldn't hold it in anymore. She took her hooves away from her face and let out the sneeze.

The Vehicon turned its attention towards them, raising its blaster.

"Oh, pony feathers," Applejack cursed.

"Scrap," Jack hissed. "Run!"

They took off from under the computer console, just as the Vehicon fired. The laser blast hit the floor where the eight of them had been just a second ago. It kept firing at them, each blast missing.

It fired another burst as they reached the door. The laser blasts took down the door, giving them a free shot at the hallway outside.

"Go Go GO!" Jack yelled as they ran down the hall, the Vehicon close behind.

Optimus and Megatron traded blows, their fists smashing into each other's faces. Optimus delivered a deadly uppercut to Megatron's chin. Megatron, in retaliation, kicked Optimus in the face. They locked arms and stared into each other's eyes.

"Why do you even care about the little equine?" Megatron asked. "I thought you Autobots only defended humans."

"We defend all innocent creatures, Megatron," Optimus growled. "You should know that by now." He kneed Megatron in the chest, causing him to step back. Optimus flipped out his arm blades. "Freedom is the right of all sentient beings, Megatron. And the Autobots will continue to defend said beings." He charged at Megatron.

Megatron dodged Optimus's attack. His own blade slid out of his arm from under his arm cannon. He blocked Optimus's next attack and punched him in the face, knocking him off balance. Optimus came back at Megatron, his arm blades swinging towards his head and shoulders. Megatron blocked one blade with his own blade; the other blade, he grabbed in his bare hand.

"I've learned the location of the Energon field," he said, pushing Optimus's blades away. "I will take it, and this world will be taken in the name of the Decepticons!"

"You will not win, Megatron. Not while Energon still courses through my veins."

"How fitting, Optimus, for it is Dark Energon that courses through mine. Or have you forgotten?"

"I haven't forgotten," Optimus said. He charged for Megatron again. They locked weapons and stared into each other's eyes.

Knock Out stepped away from the door. He knew the Autobots were coming, knew they would be here soon, knew they would be coming for the unicorn, and he wanted to be ready for them.

"I thought you were going to cut me open," the unicorn said from the table.

"In due time," Knock out replied. "I'm just savoring the moment. And getting ready to dent some Autobots."

"The Autobots? They'll tear you apart, Knock Out."

Knock Out reached behind him and took out a long staff, its tips rippling with electricity. Rarity winced, the memory of the electrical torture still fresh in her mind. She was still feeling the pain from that prod, though it had subsided somewhat.

"Let them try," Knock Out said, turning to Rarity. "I still have my trump card."

He heard the door get blown open. He turned around as the smoke cleared, watching the Autobots come running into the laboratory, their blasters raised.

"Ah ah ah," he said, putting the tip of his staff next to Rarity's neck. "One wrong move and the little pony goes zap." Slowly, the Autobots lowered their weapons. "Good choice, Autobots."

"Just let the unicorn go," Bulkhead said. "She's not a part of this."

"Oh how wrong you are, Wrecker," Knock Out said. "She just provided Megatron with valuable intel, and now she's going to be sacrificed in the name of science."

Bumblebee gave two sharp beeps and charged at Knock Out. He punched the Decepticon in the face, throwing him off balance. A second punch, a hard left hook, sent Knock Out sprawling on the ground.

Knock Out tried to get up, but Bulkhead put his foot on Knock Out's chest, pinning him to the ground.

"I wouldn't," he said.

"Get off of me, you idiot," Knock Out hissed. "You're scratching my paint job!"

Bulkhead put the tip of his blaster against Knock Out's head. "Which is more important to you, 'Con; your finish, or your life?"

"Bumblebee, grab Rarity," Arcee said. Bumblebee gave a quick whistle and undid the straps holding Rarity to the table. He gently picked her up in his hands. "Bulk, let's go!"

"You got off lucky this time, 'Con," Bulkhead said. He stepped away from Knock Out.

The three Autobots transformed into their Vehicle Forms. "Metal to the pedal, boys," Arcee said. "We're out of here." They sped off.

Knock Out got up and looked at his finish in the reflective wall. It was scratched and the paint was chipped.

"Fragging Autobots," he hissed. "You scratch my paint, I scratch yours." He transformed into his Vehicle Form and sped off after the Autobots.

Megatron slammed his fist into Optimus's face, knocking the Autobot to the ground. He stood over Optimus, his blade glistening underneath the overhead lamp.

"For what it's worth, Optimus, you put up a good fight, as always. But all good things must come to an end." He raised his blade. "Goodbye, Optimus Prime, my eternal enemy."

He heard an engine coming down the hall. Before he could do anything, he was blindsided by the large form of Bulkhead's SUV form. Arcee and Bumblebee went speeding past next, Arcee bouncing off of Megatron's head.

"Optimus, we got Rarity!" Arcee called back. "Let's get out of here!"

Optimus stood up and started running after his fellow Autobots. He transformed back into his big rig form, just as Megatron fired his weapon.

Jack saw headlights from down the hall, heard a car engine coming closer. A second later, Bulkhead went speeding past, transforming into Robot Form and bashing the Vehicon with his wrecking ball before throwing it against the wall.

The other Autobots came to a stop as Bulkhead ran back towards them and returned to his Vehicle Form. Bumblebee, Bulkhead, and Optimus opened their doors, letting Raf, Miko, and the ponies climb in. Jack slid onto Arcee's seat.

"I thought I told you to stay put!" she yelled.

"Yeah, well, we got a visit from a Vehicon," Jack replied. "Did you find Rarity?"

Bumblebee let out two whirs and a whistle. "Yeah, she's right here," Raf translated.

"All right, Autobots!" Miko cheered. "Rock on!"

"Autobots, roll out!" Optimus commanded.

The four Autobots took off, speeding down the hallway, swerving past the broken corpses of the dead Vehicon drones. After a few moments, they came to the hole they blew into the side of the ship and sped outside, leaving the _Nemesis_ far behind them.

Megatron stood atop the _Nemesis_, watching the Autobots speed off. Knock Out had joined him a moment ago, complaining about his ruined finish. Megatron was growing constantly weary of Knock Out's constant whining about his paint job getting ruined; the only reason he hadn't killed the ground-based Decepticon yet was because Megatron needed his scientific expertise.

"Shall I pursue them, My Lord?" Knock Out asked.

"Let them go," Megatron replied. "I have what I needed. How soon can the ship's hull be repaired?"

"The Vehicons have already started working on it," Knock Out said. "They should be done by the end of the day. I could make them speed up if you wish."

"No. That's just fine. Let's let the Autobots sweat a little bit before I make my move for the Energon." He turned in the direction of the Energon field, his smile revealing his shark-like teeth.


	7. History of War

HISTORY OF WAR

"OPTIMUS! OPTIMUS, DO YOU READ ME? ARCEE? BUMBLEBEE?  
Bulkhead?" Ratched pounded the control console, trying desperately to find the energy signatures of the other Autobots. It had been several hours since their last contact. He was beginning to fear the worst.

The computer beeped. "Prime! You home?" Agent Will Fowler's stern voice asked.

"I'm sorry, Agent Fowler," Ratchet said. "The others are out right now."

"Where, exactly?" Agent Fowler asked.

"I don't know. I lost contact with them about five hours ago. I've been trying to reestablish communications, but so far, nothing."

He heard a car engine coming through the main entrance. A few seconds later, a beige sedan pulled up. Ratchet knew even without looking who it was; June, Jack's mother.

He heard the car door slam. "Ratchet, where is Jack? I haven't been able to get a hold of him all day."

"Then he's most likely in the same place as the Autobots," Ratchet guessed as he continued to work the computer.

"And that would be, where?" June asked.

"If I knew that," Ratchet said, "I would have already gone and brought the Autobots back. But as it stands, they're missing in action. Optimus, Arcee, Bumblebee, Bulkhead, even the children."

The elevator doors opened, and Agent Fowler stepped out. "Enough horsing around, Doc," he said. "Where are they?"

"All I have are their last known coordinates," Ratchet said, bringing them up on the computer. "A nuclear power plant."

"I know that place," Fowler mused. "But it's been unoperational for years."

"Then why, pray tell, were the Decepticons there?"

"Got me," Fowler said, shrugging his shoulders.

"Now, wait a minute," June said, stepping forward. "You let the kids go with the Autobots to a nuclear power plant, where not only could there be residual nuclear radiation, but also where the Decepticons were?"

"Believe me, Nurse Darby, if I had known the children had gone before I closed the Ground Bridge, I would have gone after them," Ratchet said. "But I was foolish. I didn't realize until too late. By that time, whatever happened, I wasn't able to contact the other Autobots."

"And you didn't think to go through that Bridge of yours and get them?" Fowler snapped.

"I had, yes, but I've also been trying to reestablish communications," Ratchet growled.

June put her head in her hands. "Did the Autobots say anything before they...disappeared?"

"Well, Optimus did mention that the Decepticons had opened a Ground Bridge," Ratchet replied. "Perhaps there's still some residual energy from it left."

"Residual Ground Bridge energy?" Fowler asked.

"Once a Ground Bridge, or even a Space Bridge, is used, it leaves behind a trail of residual energy for about twenty-four hours," Ratchet explained. "If I can trace it, I can bring the Autobots back. In theory, anyway. It's never actually been done before." He picked up a small device from a nearby console.

"What's that?" June asked.

"A portable Ground Bridge generator," Ratchet replied. "Unless the two of you are going to stay here and man the Bridge?"

"Forget it," June said. "Wherever the Autobots are, my son and his friends are with them. And you are not going anywhere without me. I'm going to find my son and bring him home, do you understand?"

"She ain't the only one going," Fowler said as he stepped forward. "I got a few questions that I want Prime to answer."

"Oh, very well," Ratchet sighed. He knew better than to argue with them. For one thing, June had her mother's instincts, and Ratchet knew that no matter how hard he tried, he would never be able to get her to stay behind knowing her son was possibly in danger. And as for Fowler, he was the Autobots' liason to the outside world. The Autobots never did anything without him knowing about it. He covered up Autobot sightings and did his best to keep the public from knowing about the war.

Ratchet pulled the lever on the Ground Bridge control. The tunnel directly behind it was enveloped in the telltale green vortex. Ratchet walked towards it, June and Fowler right behind him.

"Now what happens if we run into Decepticons?" June asked.

"The two of you will find someplace to hide while I take care of them," Ratchet replied. "I may be rusty, but I can still go toe to toe with the best of them."

The three of them stepped through the vortex, which let out at the old power plant. There were signs of a battle all over the place-laser burns, fires, tire tracks, and the bodies of hundreds of dead Vehicon drones.

"Stay close, you two," Ratchet said, a blade flipping out of his right hand. "There may still be Decepticons in the area."

Ratchet took a quick look around. As far as he could tell, there was no sign of life. He looked at his arm as a panel opened up, showing the life signals of the other Autobots. They seemed to be fully functional, though Ratchet couldn't be certain, not if he couldn't contact them.

He pressed a finger against his temple. "Optimus, do you read?" His only reply was static. "Scrap. Still nothing." He closed his arm panel and looked at his portable device. "The Ground Bridge energy is still here." He pressed a button on the device. The green vortex of the Ground Bridge opened. June and Fowler hurried over to him, stopping at his feet. "Let's go."

Together, the three of them stepped through the vortex.

Optimus saw the green vortex of the Ground Bridge open in the air. He screeched to a stop, the other Autobots following suit. Their passengers climbed out, Raf gently pulling Rarity out of Bumblebee's back seat, allowing the Autobots to transform, their weapons flipping out. They took aim at the vortex, waiting for whoever opened the Bridge to come out.

"Lower your weapons," Optimus said as Ratchet stepped through the vortex. He was followed closely by Agent Fowler and June Darby.

"Mom?" Jack asked, stepping forward.

June ran over to Jack and threw her arms around him. "Jack! Thank goodness you're safe." She let Jack go. "What exactly are you doing here?"

Jack pointed to Miko. "Well, we wouldn't be here if Miko hadn't gone after the Autobots to get her daily adrenaline fix."

"Can we get off that subject?" Miko asked. "Besides, we got more important things to worry about."

"She's right," Jack said. "Mom, can you take a look at someone? We need an expert's opinion."

"But everyone looks fine," June said, looking around at the other kids.

Jack took his mom's hand and led her over to Raf. "Raf, put her down."

"Sure thing," Raf said, gently putting Rarity on the ground.

"Can you at least give her a quick check up, Mom?" Jack asked.

"Jack, I'm a nurse," June said. "I work on humans, not horses. You're going to have to take her to a veterinarian"

"Don't think there are any around here, Mom."

"The Autobots have wheels, just have them give you a lift."

"Excuse me," Fluttershy said, catching June's attention. "What's a...veterinarian?"

June turned to Jack, her eyes narrowed in skepticism. "Did that horse just...talk? Like a human?"

"Yeah," Jack said. "Big surprise, huh?"

June turned her attention back to Rarity. "And here I thought the only crazy things I'd have to deal with are transforming robots," she whispered. She put her index and middle fingers against Rarity's neck. "Well, pulse seems normal." She put her hand over Rarity's mouth. "And she's breathing just fine." She noticed the dark part of her fur on her chest. "What happened here?"

"The Decepticons," Arcee said. "I can only imagine what they put the poor pony through."

"Well, the burns don't look that bad, they should be completely healed in a few days," June said. She gave Rarity a quick once-over. "Hold on." She touched Rarity's horn. "What's this? A birth defect?"

Twilight walked over to June. "Actually," she said, brandishing her own horn, "she's a unicorn, like me."

"Unicorn?" Fowler asked. "As in, an actual unicorn?"

"Exactly," Miko said.

Rainbow Dash flew up to Fowler, pressing her face against his. "What's wrong with unicorns? You got something against them?"

"Hold on, you're flying?" Fowler asked.

"Well, DUH," Rainbow Dash said, backing off a bit. "I _am_ a Pegasus. So is Fluttershy."

"Well I'll be a bald eagle," Fowler said. "In all my days, I thought I'd seen everything."

"Uhh."

All eyes turned to Rarity as she slowly woke up. She lifted her head and looked around.

"W-what happened?"

"You passed out on the ride from the Decepticon ship," Raf said. "Whatever they did must have taken a lot out of you."

"We're just glad you're okay," Fluttershy said.

Rarity slowly stood up. Her legs wobbled beneath her as she tried to find her balance. It took a moment, but she managed to stand up straight. She stretched her front legs, then her back legs, before turning to the Autobots.

"Words can't begin to express how grateful I am to you all."

"Ah, don't mention it," Breakdown said. "Not the first time we stormed the _Nemesis_ to save someone." He turned towards Fowler.

"Don't remind me," Fowler growled, crossing his arms and turning away.

"Yes, well, now that we're all together again, I think it's time we headed back," Ratchet said, raising the portable Ground Bridge controller.

Optimus put his hand on Ratchet's arm, stopping him. "I'm afraid we cannot leave just yet, Ratchet."

"And just why not?" Ratchet asked.

"Megatron has discerned the location of an Energon field in this world. If he were to gather all the Energon, he would do to this world as he has tried to do to Earth, and as he has already done to Cybertron. We cannot leave knowing that we left this peaceful, innocent world to perish by the hands of the Decepticons."

"Optimus, this isn't our fight," Ratchet pleaded.

"From the moment we went through the Decepticons' Ground Bridge, it became our fight, old friend," Optimus replied.

Ratchet looked at the other Autobots, then eyed the humans before turning his attention to the ponies. He looked back at the landscape; at the forests, the mountains, the small town in the distance. He could tell what Optimus meant by peaceful and innocent-just by looking around, it didn't look like there were any signs of the Decepticons and their warship. But he knew they were out there, and he knew Optimus was right; they couldn't just leave, not with the Decepticons in this world.

"Oh, very well," Ratchet sighed.

"Well, now that we finally have the opportunity, can you tell us exactly what this is all about?" Twilight asked. "I mean, we didn't exactly have the time earlier."

"The horse is right," Arcee said. "They deserve to know, now that they've been dragged into it."

"Indeed," Optimus said. "Very well. It all began eons ago, on our home world, Cybertron. Back then, there was no war, no death, and I was far from being Optimus Prime. I was a simple clerk working the Iacon Hall of Records, and I went by the name Orion Pax."

"You were a librarian?" Rainbow Dash asked. "Great. Another egghead."

"Let the bot continue, Dashie," Bulkhead said.

"While Cybertron may not have been at war, that does not mean that it wasn't without bloodshed," Optimus continued. "One of the many past times of our world was gladiatorial battles."

"How barbaric!" Rarity gasped. "Now I know where you all got your voilent streaks."

"One gladiator stood out amongst all others. His name was Megatronus, named after one of the original Thirteen Primes. He rose in ranks as the strongest gladiator in the Pits of Kaon.

"As time went on," Optimus continued, "Megatronus took me under his wing, teaching me how to be strong, not just in battle, but also in life. In time, we began to see one another as brothers."

"Why do I have a feeling this is going to turn out bad?" Applejack asked.

"Years passed," Optimus continued. "Megatronus decided he would go before the Cybertron High Council and have them name him the next Prime. He gained quite a number of followers, Soundwave chief among them.

"One day, Megatronus went to the Cybertron High Council , and demanded that he be named a Prime. But the High Council turned him down, saying he was too violent, too unpredictable. Instead, they turned to me, valuing my diplomatic approach. In a rage, Megatronus left the Council Chamber, and that was when the Megatronus I knew died, and Megatron was born. The followers he had gathered during his campaign joined him, and it was thus that the Decepticons were formed.

"Not long after, the first shots of the Great War had been fired. Wherever the Decepticons went, they left a trail of death and destruction. I lost many friends to their thirst for blood and power. With no choice left, I joined the Autobot army to fight the Decepticons.

"The war lasted for centuries. Casualties ammassed on both sides, and Cybertron continued to grow ever darker from the extended use of Energon. One day, Megatron stormed one of our orbital stations and took control of a much more volatile and dangerous form of Energon-Dark Energon, which has the power to raise the dead."

"Zombie 'Bots?" Pinkie Pie asked.

"But that was not what Megatron intended to do with the Dark Energon," Optimus said. "He traveled to the core of Cybertron and infused it with the Dark Energon. The Cybertron High Council asked any able Autobot to go to the core to purge it of the poison. None were willing, save for me. But try as I might, the core was far too gone.

"It was then that I was met by the spirit of Primus, Spirit of Creation. He admired my courage and bestowed upon me a relic that was believed to be only legend: The Matrix of Leadership. The Matrix changed my body, and with a new body came a new name-Optimus Prime.

"Shortly after that, the core died, and the planet went dark. We scattered to the stars, Autobot and Decepticon alike, searching for new planets to call home." He waved his arm to the other Autobots. "The five of us found ourselves here, on Earth, where we met our human allies, but we were not alone. As you might have guessed, the Decepticons were there, as well, and as Arcee said earlier, it was while we were on Earth that we learned of the Energon that had been deposited there during the war. The fight continues, even to this day, as you have already seen."

"So, it's just the five of you against one huge army?" Pinkie Pie asked.

"There were six," Arcee darkly said. "Until Starscream skewered him and Megatron used the Dark Energon to bring him back as some sort of Terrorcon."

"So now you know," Optimus said. "The war has taken many things from us-friends, homes, lives. But we will not stop fighting until the Decepticons have been defeated." He placed a hand on his chest. "The words of Primus still echo through my mind: Till all are one."


	8. Rarity's Nightmare

RARITY'S NIGHTMARE

THE DRIVE BACK TO PONYVILLE WAS QUIET. OPTIMUS'S STORY WAS STILL fresh in the minds of the ponies, particularly Twilight Sparkle. The way Optimus told it, the flow of the events that played out, it was so dreadful, so horrible, so sad. Two friends-_brothers_, even-caught on opposite sides of a war, leading their respective armies? In a way, it reminded her of the story of Nightmare Moon and how Princess Celestia was forced to seal her own sister inside the moon for one thousand years.

Optimus spoke, snapping Twilight back to reality.

"You seem very quiet, Twilight Sparkle. Is something wrong?"

"I was just thinking about your story," Twilight replied. "It's kind of a sad tale when you think about it."

"Yes it is."

"Optimus, when Princess Celestia's sister Nightmare Moon-or rather, Princess Luna-freed herself after a thousand years' imprisonment in the moon, and after we purged the evil out of her with the Elements of Harmony, the two of them quickly made amends and forgave each other. Have you ever tried to make amends with Megatron?"

"Many times," Optimus replied. "Many times I've pleaded with Megatron-and all other Decepticons-to stray from their dark path and move towards peace. And every time, my plea falls on deaf ears. We have been at war for so long I doubt any of us will change."

"But it's possible, right?"

"Being an Autobot or a Decepticon is a choice. And for the most part, once a Cybertronian has made that choice, there is no going back on it." They continued driving along in silence for a moment. "You mentioned Elements of Harmony. What exactly are they?"

"The Elements of Harmony are magical relics," Twilight said. There are six in total, each one representing a different attribute: Honesty, kindness, laughter, generosity, loyalty, and magic. For the longest time, only the first five were known to exist, until Nightmare Moon's return, when we discovered the Sixth Element."

"And that is how you purged the evil from Princess Luna?" Optimus guessed.

"That's right," Twilight replied. "And that wasn't the only time. When Discord, the spirit of chaos, was accidentally released from his stone prison, he threw Equestria into, well, chaos, turned us all against one another, but with a little reassurance from Princess Celestia and the Elements of Harmony, we turned Discord to stone again. Everything's been normal since. Well, as normal as it can be for us, of course."

"Until today, that is."

"Yeah, until today. Never imagined we'd get caught up in an alien war." As she talked, she found herself nodding off. She shook her head, waking herself up. "Wow. Guess the events of the day really took it out of me."

"We're all a little tired," Optimus said. "Today has been more...taxing than most."

"Tell me about it." She curled up on the seat, resting her head on her front legs, and closed her eyes.

It was rare that Pinkie Pie wasn't talking up a storm, but for once, she was quiet. She'd never been this quiet, it wasn't natural for her. She looked around at Applejack, Rarity, and Raf. Applejack was staring down at Bumblebee's floor; Rarity had her gaze turned to the scenery outside the window; and Raf was staring straight ahead. No one said a word, not for a long time.

"So, Raf," Pinkie said, finally breaking the silence. "Who's the biggest party animal in your world?"

"Huh? Oh, well, I don't really know," Raf replied. Bumblebee let out a series of beeps and whistles. "I'd hardly call Miko a 'party animal', more like an adrenaline junkie."

"Hold on there," Applejack said. "All I heard Bumblebee say was 'beep beep beep whistle beep'. How the heck can you understand that?"

"I don't know, I just can," Raf replied. "Maybe it's because Bumblebee's the first one to actually listen to me."

"What do you mean?" Rarity asked.

Raf reached into his pocket and took out his cell phone. He flipped it open and turned it so the ponies could look at it. "This is my family. Big, huh?"

"I'll say," Applejack said. "'Course, it still ain't as big as mine."

"Yeah, well, sometimes I can scream at the top of my lungs," Raf said as he put his phone away, "and still no one will hear me. But Bumblebee's different. He's the first person to actually give me his ear when I need to talk to him." Bumblebee gave a quick burst of beeps and whirs. "It's just a figure of speech, Bumblebee."

"So, why's he only talk like 'beepity-beepity-beep-beep-bee-'?" Pinkie Pie asked.

"Optimus's story about the war, you remember it?"

"How could we forget?" Rarity asked. She shuddered.

"Well, Bumblebee got captured by the Decepticons one day and was tortured for information," Raf explained. "Megatron ended up crushing his voice box. By the time the Autobots found him, he was on the verge of death. They tried to fix him, but his voice box was pretty much irreplacable. That's why he doesn't talk like everyone else."

"Oh dear," Rarity breathed. Bumblebee let out three beeps and a whir. "Translation, please?"

"He says, that both him and you are lucky to be alive," Raf said. "If it weren't for the Autobots, neither of you would be here right now."

Optimus's voice came over the radio. "Autobots, we're going to drop the equines off at their dwellings, and then meet up to discuss our next move."

"Go it, Prime," Arcee said.

"Sure thing, Optimus," Bulkhead replied.

"Fine," Ratchet said.

Bumblebee gave a few beeps in acknowlegment.

"That's fine by me," Applejack said as she stretched. "Big Mac's probably wondering just what I've been doing all day. Was supposed to help him pick apples."

"And I've still got to get ready for the Cakes' anniversary party," Pinkie Pie said. "How about you, Rarity?"

"I just want to forget any of this ever happened," Rarity replied, not taking her eyes off the scenery. She wanted to forget it all, to leave it behind her.

But the image of Megatron's demonic face wouldn't leave her mind.

"You're taking us home?" Rainbow Dash asked. "Shouldn't we go back and take on the Decepticons again?"

"Forget it, Dashie," Bulkhead said. "Too dangerous. You've seen what they can do. The last thing we want is one of you getting killed by them."

"Oh, please. I took out a whole group of them," Rainbow Dash proudly said.

"How'd you do that?" Miko asked.

"A Sonic Rainboom. It's where a Pegasus gets going so fast, a sonic boom and rainbow happen at the same time. And I'm the only Pegasus who's ever done one."

"So, whose place is closer?" Bulkhead asked.

"I think Fluttershy's," Rainbow Dash replied. She looked over to Fluttershy, who had fallen asleep. "Hey, Fluttershy, wake up." She nudged Fluttershy, waking her up.

"Huh?"

"Bulkhead's taking you home first, then me."

"Oh. Okay."

"Okay? That's it? Aren't you wondering what the Autobots are going to do about the Decepticons?"

"Not really."

"Well, she's no fun," Miko said.

"Well," Flutershy said. "You see, it's just, um...The Decepticons are just so mean and scary. And what happened to Rarity, it's just..." Her voice trailed off.

"You're still scared, aren't you, Fluttershy?" Bulkhead asked. "It's okay, I understand. This isn't exactly something that happens here everyday. Just let us Autobots handle it."

"But Bulkhead, this is our world," Rainbow Dash said. "Don't you think we should do something to help?"

"Well, I, uh..." Bulkhead's voice caught in his throat. Rainbow Dash was right, this _was_ their world; he, the other Autobots, and the humans were strangers in this strange land. They had gotten the Equestrians involved in their war. Why not let them help out in some way?

"I'll talk to Optimus, see what he says."

Rainbow Dash slumped down in the seat and looked out the window.

"Everything okay, Jack?" Arcee asked.

"Huh? Oh, yeah. I'm okay," Jack replied. "I was just thinking."

"About what?"

"About this place getting involved in your war with the Decepticons. Looking around, it seems pretty peaceful."

"Sometimes, the most innocent and peaceful places and people can get caught up in something they don't want to," Arcee said. "I feel sorry for this place, too, but we're here now, and so are the Decepticons, and until we go back, we're going to have to fight them here. That's the reality of war, you go where it takes you. It brought us to Earth, now it's brought us to Equestria."

"Yeah, I guess so."

Arcee sped up to drive alongside Optimus. "Once the horses have been dropped off, where should we meet up?"

"I'll be taking Twilight home, so we will meet up there," Optimus replied.

"Okay. See you then," Arcee said, and she sped off.

It was already evening by the time the Autobots met up outside the Ponyville Library, a hollowed out tree where Twilight lived. The sun was going down behind the western mountains, and the first stars had begun to sparkle in the sky. Nighttime wasn't too far away.

Optimus opened his door, letting Twilight climb out. She'd been off her legs for so long they were stiff. The door to the library swung open, and Spike hurried out, throwing his small arms around Twilight.

"Twilight, you're okay! What about Rarity?"

"She's fine, Spike. Bumblebee already took her home."

The humans climbed out of their respective Autobots as the 'Bots began to transform into their Robot Forms. Spike couldn't help but stare in awe and disbelief, his eyes following them as they stood up.

"I still can't get over just how big they are." He pointed to Optimus. "Especially you."

"You should see Megatron," Miko said.

"Who?"

"Trust me," Twilight said. "You don't want to know." She shuddered.

"Oh. He's that bad, huh?"

"You have no idea," Jack said. He turned to Optimus. "So, what's next?"

"We've got to go back and hit Megatron now," Bulkhead said, slamming his fist into his palm. "Before he goes for the Energon."

"Knowing Megatron, he will try to wait us out," Optimus said. "See who makes the first move. In a day or two, when nothing has happened, he will start gathering the Energon. And when he does, we'll follow him to the Energon field and put a stop to his terrorism."

"So we're going to play his game, wait?" Arcee asked.

"That's correct, Arcee." He gestured towards Twilight. "And it will give us time to get acquainted with our new allies."

"Optimus, with all due respect," Ratchet said, "the equines are smaller than the humans. It will be much easier for them to get underfoot, and besides, while the humans have proved helpful, what help will the ponies be?"

"They know this world much better than we do, Ratchet. They can help us navigate the landscape."

"I guess you're right, Optimus," Twilight said. She yawned. "Wow, this has been one draining day. If you don't mind, I'm gonna go get some sleep."

"We should all get some rest," Optimus said. "The events of the day have drained our energy. We need to conserve what energy we have left if we are to stop the Decepticons."

"Where, exactly?" Fowler asked. "I haven't seen any garages in this place."

"You can just hang out here," Spike said. "You don't mind, do you, Twilight? Twilight?" He looked back inside, but Twilight had already fallen asleep, flopping down on her bed. "Well, she's out like a light. But I don't think she'd mind if you guys spent the night here."

"Sounds good to me," Arcee said.

"Very well," Optimus said. "We'll stay here for the night. But in Vehicle Form." He transformed back into a big rig. The other Autobots followed suit, transforming back into a sports car, a motorcycle, an SUV, and an ambulance. "Tomorrow, we learn the terrain. It may be helpful in a future battle."

"We'd better get some sleep too," June said. She looked to the kids. "Especially you three. You look like you've had one heck of a day."

"We sure have," Miko replied as she walked over to Bulkhead. "Coming in, Bulk!" She opened the driver's side door and climbed inside.

"I'll see you in the morning," Raf said. He headed over to Bumblebee, who opened his door as Raf got close. "Thanks, 'Bee." Bumblebee beeped a reply. "Yeah, good night to you too."

"How about it, Jack?" Arcee asked. "Gonna catch some shut eye?"

"No offense, Arcee," Jack said. "But it's kind of hard to sleep comfortably on a motorcycle." He stretched and yawned. "I'll be with Optimus."

"Me too," June said, following her son.

"Well, Doc, looks like it's just you and me," Fowler said as he approached Ratchet.

"Great," Ratchet mumbled. Still, he opened his door and let Fowler climb inside.

"Just to warn you, Ratchet, I tend to snore a bit."

Rarity rolled left and right, tossed and turned, but still, she couldn't get to sleep, not with the images still fresh in her mind. She could still hear Megatron's voice, still feel the pain of the electric prod and the cortical psychic patch; she could still smell her skin getting hot under the prod, still saw Megatron's shark-like demonic face. Try as she might, she couldn't forget any of it.

The events of the day played through her mind over and over again, like a record on a turntable. In her mind, she was constantly reliving the torture the Decepticons put her through; the electric prod, the cortical psychic patch, the threats made by Megatron and Knock Out; she still remembered Soundwave's blank face, still remembered the feeling of Megatron's cold fingers on her flesh.

"No. No, get out. Get out of my head. Stop remembering these horrible things!"

It didn't matter what she did, didn't matter how hard she tried-the memories, the images, they were here to stay.

The images flowed through her head like a river, the events of the day going past her mind's eye, as did a scenario, a scenario about what would have happened had the Autobots not arrived.

_"You really dont' know what this is, do you?" Megatron asked. "Energon, a powerful element, the fuel and lifeblood of all Cybertronians, Autobot and Decepticon alike. I know you found these small crystals somewhere, so tell me!"_

_ "I will not," Rarity hissed. "You would only use the gems for your own evil purposes."_

_ Megatron took the electric prod from the other Decepticon in the room. "You won't talk? Very well." He pressed the tip of the prod against Rarity's belly, sending a wave of pain throughout her entire body. Once, twice, several times he zapped her, until she was just barely conscious, barely clinging to life._

_ "I'll give you one more opportunity to tell me where the Energon is, my little pony, and then, I assure you, the pain will stop." He pressed the tips of his cold, metallic fingers against Rarity's neck. "Once Death's cold embrace takes you."_

_ "You...you're pure evil," Rarity spat. "Even if I knew the exact place I found those jewels, I still would never tell you. You evil, vile, revolting beast!"_

_ "Defiant to the end, aren't you? Well, if you won't talk, then you're of no use to me." He pulled his arm back, straightening his fingers, and thrust his hand towards her, his fingers melting through her fur, her flesh, puncturing her insides, her blood staining the floor, the pain killing her, no-_

_ No-_

"NO!"

Rarity sat up and snapped her eyes open. She looked around; she was still in her bedroom, still in her bed, still in Ponyville, and still alive. Her entire body was shaking with fear, her fur drenched with sweat, her mane sticking to her forehead.

She looked down at her hooves, which, like the rest of her body, were shaking.

_So...horrible._

She buried her face into her pillow and let the tears flow.

**AUTHOR'S NOTE: **

**I REALIZE THAT AT THE BEGINNING OF CHAPTER 6, SPIKE IS WITH THE AUTOBOTS, AND AFTER THAT, HE'S NOWHERE TO BE SEEN UNTIL THIS CHAPTER. THAT'S AN IDIOT MOMENT ON MY PART, I'D FORGOTTEN I'D WRITTEN HIM INTO THAT MOMENT UNTIL AFTER I UPLOADED THAT CHAPTER, WHICH IS WHY HE SEEMINGLY ENDS UP BACK IN PONYVILLE WITH NO EXPLANATION. I'LL TRY TO PREVENT THINGS LIKE THAT HAPPENING IN THE FUTURE, BUT I'M NOT GOING TO LIE, IT'S INEVITABLE THAT A MISTAKE LIKE THAT WILL HAPPEN, AND I APOLOGIZE AHEAD OF TIME IF I MAKE ANOTHER ONE LIKE THAT AGAIN.**

**WITH THAT SAID, I HOPE YOU'RE ENJOYING THIS! KEEP READING TO FIND OUT WHAT HAPPENS NEXT!**


	9. One in the Same

ONE IN THE SAME

SWEETIE BELL CLIMBED THE RAMP LEADING TO THE CRUSADERS'  
clubhouse. She didn't feel like herself, mostly due to what had happened to Rarity last night. Why was she crying like that? Why wouldn't she talk to her own little sister? Did it have anything to do with those transforming creatures and the humans that arrived yesterday?

Sweetie Bell pushed those thoughts aside as she opened the door. She was immediately greeted by Apple Bloom and Scootaloo.

"Sweetie Bell, have you heard about those creatures?" Apple Bloom asked. "They say they came from another world."

"Just like those humans a couple of months ago," Scootaloo said. "Do you think they're from the same place?"

"Dunno," Apple Bloom replied. "What do you think, Sweetie Bell?"

"I'm not sure," Sweetie Bell said. "But Rarity wouldn't stop crying last night. I tried to ask her what was wrong, but she wouldn't answer. I think maybe it has something to do with those monsters."

"You think maybe if we catch one we can get our Cutie Marks?" Apple Bloom asked.

"Get real," Scootaloo said. "Remember what happened when we went looking for humans when they first showed up? We nearly ended up getting chopped to bits by that one bad guy. Besides, I hear these monsters are pretty big, like _really_ big! And big monsters means big feet." She stomped on the floor with her hoof. "Squashed like a bug."

"I don't feel like getting squashed, but maybe we can still check them out," Apple Bloom said.

"And ask them why Rarity's so upset," Sweetie Bell added.

Scootaloo hurried outside and jumped onto her scooter. "So what are we waiting for? Let's get going!"

Twilight took a deep breath of the fresh morning air. It was always refreshing after a long night's sleep, especially one as restless as last night. She couldn't stop thinking-about the Autobots, about the Decepticons, about Rarity; there was so much on her mind she was surprised she didn't wake up fifty times during the night.

She heard the thundering footsteps of Optimus Prime approaching before he even came into view.

"Good morning, Optimus," she cheerfully said.

"Hello, Twilight Sparkle. How are you?"

"Well, I've had better nights. Couldn't stop thinking about what happened yesterday."

"The events of the war weigh heavily on all our minds," Optimus said. He turned his attention to Arcee, who was speeding down the street, Jack riding with her. "Even more so for most of us."

"Hey! Big guy!"

Optimus looked around, trying to find the source of the small voice. He felt something soft hitting his foot. He looked down, saw three little fillies staring up at him. One was yellow, with red hair and a lighter red bow tied in it; the other was white, like Rarity, with a light purple mane and tail and like Rarity was also a unicorn; and the third was an orange Pegasus.

"Girls! What are you doing here?" Twilight called down to them. She hurred down from the balcony and outside.

"We came to see the creatures," one of the little fillies-the unicorn-replied. "Wasn't expecting them to be so...big."

Optimus got down on his hands and knees, lowering himself as close to the ground as he could. "Hello, little ones."

"So, what's your name?" the orange Pegasus asked. "Big Foot? Gigantor?"

"Girls, meet Optimus Prime," Twilight said. "Leader of the Autobots. Optimus, this is Apple Bloom, Sweetie Bell, and Scootaloo, the Cutie Mark Crusaders."

"I see," Optimus mused. "And you just came to see us?"

"Well, we were hoping there'd be more," Apple Bloom said. "Applejack told me all about you and the other...the other, uh...Well, the other Transformers."

"Do you mean, the Autobots _and_ the Decepticons?" Twilight asked.

"Yeah, that's what Applejack called them," Apple Bloom replied. "So, where are they?"

"The other Autobots are here," Optimus replied. "But I highly advise against going to observe the Decepticons."

"How come?" Sweetie Bell asked.

"Because the Decepticons are dangerous," Optimus said. "Ruthless. Just because you are young does not mean you are exempt as targets. They will not hesitate to harm you. Just as they did not hesitate to harm Rarity."

"What? What did they do to my sister?" Sweetie Bell crie, rearing up and putting her front hooves on Optimus's face. "Tell me, Optimus! Please!"

"Uh, I don't think that's something you should hear, Sweetie," Twilight said, putting a hoof on the younger filly's shoulder.

"Why not?" Sweetie Bell asked, turning to face Twilight. "Rarity was crying all last night, and she wouldn't tell me why! I need to know if something bad happened to her!"

"Twilight Sparkle is correct, it is not something that young ears should be privy to," Optimus said. "But Rarity _is_ your sister, and as such, you have the right to know."

"Yeah, he's right," Sweetie Bell said.

The three fillies lined up in front of Optimus and sat down on the ground, their eyes glued to the massive Autobot.

"We believe that Rarity has discovered a substance native to our home world, a substance called Energon," Optimus said. "For this reason, Rarity was taken prisoner by the Decepticons and exposed to their...interrogation methods."

"Interro-whats?" Apple Bloom asked, looking at Scootaloo.

"Do I look like a dictionary?" Scootaloo shot back.

"I don't know exactly what happened to Rartiy during that time," Optimus continued. "I can only surmise that Megatron put her through the worst torture of her life."

Sweetie Bell's eyes grew wide. "D-did you just say...torture?"

"You mean, they beat her up?" Apple Bloom asked.

"She didn't _look_ beat up," Sweetie Bell said.

"I do not believe the Decepticons exposed her to their more violent forms of interrogation," Optimus said. "And while whatever external wounds she suffered may have already healed, it is the internal wounds that stay with us for all time."

"What do you mean?" Sweetie Bell asked. "That Rarity's not going to be herself anymore?"

"Traumatic events tend to stay with us throughout our lives," Optimus replied. "When you heard Rarity crying last night, she was most likely suffering the effects of a symptom known as post traumatic stress disorder; she couldn't stop thinking about the Decepticons, and as such, she broke down."

"I guess she did," Sweetie Bell said, lowering her face. "I-I've never heard her cry like that. She sounded...scared."

"We never meant to bring our war to your world," Optimus said as he stood up. "It is an unfortunate coincidence that Equestria has gotten involved; more specifically, Sweetie Bell, it's unfortunate that your sister and her friends are involved."

"Wait a second," Twilight said. "Didn't you say that we could help you?"

"Yes I did," Optimus replied. "But like the humans, you are all at risk. Our war was not meant to be fought upon your soil, your blood was not meant to be shed, but as it stands, this is now as much your fight as it is ours."

"What can we do to help?" Apple Bloom asked.

"The three of you aren't going to do anything," Twiligh said. "Look, girls, it's not that I don't think the Autobots don't appreciate the offer, but this is far too dangerous for young fillies like you."

"But, you're helping them," Scootaloo protested. "Aren't you?"

"Well, we, uh..." Twilight couldn't find the right words. She looked up at Optimus.

"The older equines are helping us to learn the lay of the land," Optimus said. "The only reason they took part in the battle yesterday was to help rescue Rarity. And already, one of you is dealing with the realities of war. Rarity's external wounds may have healed, but I believe that it will take time for her mind to fully recover."

"Besides," Twilight added, "it's dangerous. You heard Optimus. The Decepticons won't hesitate to kill any of us if they have to. You remember what happened with Sephiroth, don't you?"

The three fillies shuddered as they remembered the insane look on that human's face when he had them cornered in the Everfree Forest. That was two months ago, the last time humans came to Equestria. But back then, there was someone there to fight him, and easily beat him. But now-if these Decepticons were really as bad as Twilight and Optimus were saying they were...

"So promise me, girls, that you won't go looking for the Decepticons," Twilight said.

"We don't even know what they look like," Apple Bloom pointed out.

"And it's better off like that," Twilight replied. "Trust me. You don't want to meet them. Especially Megatron. I only caught a glimpse of him, but I swear, it was like I was looking at the embodiement of all the evil and darkness in the world."

"Twilight is correct," Optimus said. "It would be best for the three of you to remain in Ponyville, and out of harm's way." He heard the sounds of an engine approaching. A quick glance showed him Arcee coming back. Jack was still with her, an apple in his hand.

"Hey, Optimus," he said as he slid off of Arcee, who then began to transform. Jack pointed at the fillies. "What's with the little horses?"

"Jack, these are...the Crusaders?" Optimus said uncertainly.

"The Cutie Mark Crusaders," Apple Bloom said. "We're doing everything we can to get our Cutie Marks. Everypony gets one when they discover their special talent, but we don't know what ours are."

"Uh...huh," Jack said. He took a bite out of the apple. "Man, this is good!" He turned his attention to Apple Bloom. "Hey, you live over at Sweet Apple Acres, don't you?"

"Yeah. Name's Apple Bloom. Do you really like our apples?"

"Yeah, they're pretty good. A little on the sweet side, but not too sweet."

Apple Bloom pointed to Arcee with her hoof. "Why didn't she get one?"

"'Bots don't eat, kid," Arcee replied. She turned to Optimus. "Everything seems quiet, Optimus. I think you called it right, Megatron's waiting us out."

"As I suspected," Optimus said, stroking his chin.

"You run along and play, girls," Twilight said to the fillies. "I've gotta lend the Autobots a hoof."

"Oh, okay," the three fillies moaned in unison.

Scootaloo jumped onto her scooter. "Come on," she said. "Let's go see how Rarity's doing." She waited for Apple Bloom and Sweetie Bell to climb into the wagon tied behind the scooter, then sped off.

"Crusaders, huh?" Jack asked. He took another bite of his apple. "Cute kids."

Twilight looked up to Optimus. "So, I was wondering, just how _did_ Energon end up in Equestria, anyway? I know Arcee said that you guys dumped Energon off-world during the war, but why Equestria?"

"A good question, Twilight Sparkle," Optimus said. "One that I cannot answer. Though I assume there is a reason."

"Maybe the Big A had something to do with it?" Arcee suggested.

"Perhaps this _is_ part of Alpha Trion's plan," Optimus replied.

"Wait a second, who's Alpha Trion?" Twilight asked.

"Alpha Trion was the wisest of all Cybertronians," Optimus answered. "He was my mentor when I was an archivist at the Iacon Hall of Records."

"Back before you became a Prime, right?" Twilight asked.

"That's correct. He knew many things. He was like a father to me. All of Cybertron knew of him and respected him."

"Sounds like Starswirl the Bearded," Twilight said. "One second." She hurried back inside. "Where is it? Where is it? I know I put that book around here somewhere."

Jack followed Twilight inside. He ducked as a book went flying past his head.

"Whoa! Watch where you're throwing that thing, Twilight!"

"Sorry, Jack," Twilight said as she ran from shelf to shelf, using her unicorn magic to sort through the thousands of books. "It's just, I don't know where my book on the Starswirl the Bearded went."

Jack walked over to a nearby shelf. The books numbered into the thousands; Jack couldn't even count them all. Some were neatly placed, others just thrown about, and they were all covered in a fine layer of dust. Jack used his shirt sleeve to brush some dust away from the first book he saw.

"Hey Twilight! I think I found something."

"What is it?" Twilight asked. She hurried over to him.

Jack pulled the book off the shelf. "_The History of Magic in Equestria_," he said, reading the title.

Twilight used her unicorn magic to take the book from Jack. "Thanks, Jack. Where'd you find it?"

"Um, under 'H'," Jack replied.

"Oh." Twilight hurried to the balcony, flipping through the pages of the book as she went. "Okay, Optimus, I think I've found it." She turned the book around. "Take a look."

Optimus squinted his eyes to read the tiny print on the pages. He was silent as his eyes scanned the words.

"The Father of Magic and the wisest unicorn who ever lived," he mused. "I suppose he and Alpha Trion would have something in common."

"If it weren't for him, there'd be no magic in Equestria," Twilight said as she closed the book. "He invented over two hundred spells himself."

"Looks like you're not the only one with an ancient idol, Optimus," Arcee said. "Guess that in a way, you and Twilight are kind of similar in that regard."


	10. Scars

SCARS

SWEETIE BELL KNOCKED ON RARITY'S BEDROOM DOOR. SHE'D BEEN DOING this ever since the Cutie Mark Crusaders arrived at Carousel Boutique. That was over twenty minutes ago. Rarity's door was locked, and she wasn't answering.

"Come on, Rarity, open the door," Sweetie Bell pleaded. "It's your little sister."

"I don't want to talk to anybody," Rarity's voice came from the other side of the door. "Please, Sweetie Bell, just leave me be."

"Rarity, you're my big sister. You're always telling me to come to you if I have a problem. Well, now you're the one with the problem, and I'm coming to you to try and help you fix it."

"You can't. You don't understand."

Sweetie Bell rested her forehead against the door. "Rarity, I know what the Decepticons did to you; Optimus Prime told us all about it. Please, Rarity, let us in. You're...You're scaring me."

"I'm sorry, Sweetie Bell, but I refuse to talk about it."

Sweetie Bell let out a defeated sigh. "Come on, guys." She turned to walk down the hall, but not before giving one last look at the door. "Some ponies just can't take their own advice and let others help them with their problems." She followed Apple Bloom and Scootaloo down the hallway and back outside, just as Twilight came trotting up, Spike on her back.

"Hey girls. How's Rarity?"

"She ain't talking to nopony," Apple Bloom said. "She kept telling us to go away."

"Wow," Spike said. "She's feeling pretty down, isn't she?"

"Well, to be honest, I don't blame her," Twilight said.

"You don't?" Scootaloo asked. "Why not?"

"Because she survived something horiffic," Twilight replied. "But she can't stay locked inside all the time. I'll go in and see if I can't talk some sense into her."

"And besides, she'll always tell me if something's bothering her," Spike added. Twilight just stared at him over her shoulders. "Okay, maybe not always."

Twilight went inside and made her way upstairs to Rarity's bedroom. The door was still shut. She knocked on it.

"I said, go away!" Rarity yelled.

"Rarity, it's Twilight and Spike. We need to talk," Twilight said. "Please, open the door."

"No! I'm not talking to anypony!"

Twilight sighed. "I didn't want to have to do this, Rarity," she said. She tapped into her unicorn magic, as evidenced by her glowing horn. The door handle also started glowing. There was an audible _click_ as the lock opened. She slowly pushed the door open with her hoof and looked around. Rarity was face-down on her bed, her face buried into her pillow. Twilight could hear Rarity's quiet sobs through the fabric as she approached.

Spike slid off of Twilight's back and put a hand on Rarity. "Rarity, are you okay?"

Rarity looked up at Spike. Her face was red, her eyes were bloodshot, and her cheeks were lined with the streaks of tears.

"No, I'm not okay," Rarity said. She looked from Spike to Twilight. "I can't get those horrible images out of my head."

"It's going to be okay, Rarity," Twilight said. "Everything will be alright."

"You're just saying that," Rarity sobbed. "You don't know what it's like, Twilight Sparkle. You've never had your life flash before your eyes, never thought that those moments would be your last."

"Actually, I have," Twilight corrected her. "Do you remember when Sephiroth used his Thunder magic on me? I almost died. I still have bad dreams about that time. So I know how you feel. You feel scared, powerless, worried that it might happen again." She put a hoof on Rarity's shoulder. "But we're all here for you, Rarity. Me, Spike, Fluttershy, Pinkie Pie, Applejack, Rainbow Dash, the Cutie Mark Crusaders; heck, even the Autobots and the humans, and they've only known us for about twenty-four hours."

"I just..." Rarity turned her head away from Twilight. "I just want the images to leave."

"I know you do, and I wish there was some way to make them go away, really I do, but not even my unicorn magic can make that happen." Rarity buried her face in the pillow again. "Rarity, please, you can't stay like this forever."

"Why not?"

"Because...Because of Sweetie Bell. You're her big sister, she needs you. You can't give up on Sweetie Bell. And you can't give up on your friends, either, because we won't give up on you."

"Hey Twilight, do you hear something outside?" Spike asked.

Twilight turned her ears in all directions. She heard what sounded like an engine running.

"It's an Autobot," she breathed. She hurried over to the window and looked down towards the ground. Bumblebee was parked outside. His doors opened, and Raf stepped out. A few seconds later, Bumbebee transformed into his Robot Form. "Hey Bumblebee." Bumblebee gave a short beep in return. "Oh, sorry. I, uh, don't know what you're saying, Bumblebee."

"He says hello," Raf said as he stepped into the room. "I heard Rarity wasn't doing too well."

"Now there's an understatement," Spike said.

Raf knelt down next to Rarity. "How are you feeling, Rarity?"

"Horrible," Rarity said. "Just horrible. Like I just want to lie here and die if that will get rid of the memories."

"Whoa! Rarity, don't talk like that!" Spike cried. "You _never_ talk like that! I mean, sure, you lived through a near-death experience, but that's no reason to just want to give up living! Think of all the things you've been through, Rarity-Nightmare Moon; the dragon whose snoring was covering Equestria in smoke; being kidnapped by the Diamond Dogs; Discord; helping me with those dragon bullies; Queen Chrysalis and her Changeling army; liberating the Crystal Empire from King Sombra; Pinkie Pie cloning herself; the Grand Galloping Gala! All the things you've seen and done, all the events you've lived through, all the battles you've fought; you can't quit now! Your friends need you, Rarity!" He put his hand on her hoof. "I need you."

Rarity looked around, her gaze shifting from Spike to Raf to Twilight to Bumblebee. She blinked rapidly, holding back more tears. Slowly, a smile began to appear on her face.

"You know what, you're right," she said. "I've been beating myself up when I should have been trying to look on the positive side."

"And what is the positive side?" Twilight asked.

"It's that I'm alive," Rarity replied. "And that I have such wonderful friends who care about me. Though I wonder, will I ever get over these memories?" Bumblebee gave out a series of whistles and whirs. "I have no idea what he just said."

"He said that you'll always have them," Raf translated. "There's nothing you can do about that."

"I suppose you're right," Rarity said. "Thank you. All of you."

"HELLOOOOOOOOOOOO RARITY!"

"Well, here comes Pinkie Pie," Twilight said.

Pinkie Pie poked her head through the window; she had climbed up Bumblebee's body. "Hi, Rarity! Feeling better?"

"Much better, Pinkie Pie," Rarity replied.

"Great! This calls for a celebration! I'll head over to Sugar Cube Corner and whip up a whole big batch of cupcakes, just for you!" She leaped down from Bumblebee's shoulder and bounced off down the street.

"Is she always like that?" Raf asked.

"Pretty much, yeah," Twilight replied. "What do you say, Rarity? Cupcakes at Sugar Cube Corner?"

"When I'm looking _this_ dreadful?!" Rarity cried as she looked at herself in the mirror. Her eyes were still puffy and bloodshot, there were still the streaks of tears on her cheeks, her mane was ruffled and messy, and her fur was unkempt. "I can't go out looking like this!"

"Well, at least you're back to normal," Twilight said. "We'll just let you get fixed up. Come on, Spike."

"Right behind ya, Twilight," Spike said. He ran after Twilight, stopping at the door and turning back to Rarity. "I'll, uh, I'll see you later, Rarity." Rarity didn't respond; she was using her unicorn magic to run a brush through her beautiful raven hair.

"Spike!" Twilight called from down the hall. "Come on!"

"Coming!" Spike called down to her. He hurried to catch up to her.

"Yeah, 'Bee and I had better get going too," Raf said. He walked over to the window and climbed into Bumblebee's outstretched hand. "We'll see you in a little while, Rarity."

Bumblebee transformed and strapped Raf down with the seatbelt before turning around and driving down the street.

Everybody was there to greet Rarity at Sugar Cube Corner-her friends, Mr. and Mrs. Cake and their newborns Pound Cake and Pumpkin Cake, the Cutie Mark Crusaders, Granny Smith, Big Macintosh;even the Autobots and the humans were there as well.

"Gosh, Pinkie Pie," Rarity breathed. "Did you invite all of Ponyville?"

"Nope," Pinkie Pie replied. "But I can if you want me to. Be right back!" She skipped towards the door.

Rarity blocked Pinkie Pie's path. "No, no, that's quite alright, dear. This is enough."

"Glad to see you pulled through," Jack said. "You had us worried there for a minute. We were about to send Fowler in to fetch you."

"I've dealt with PTSD in the past," Fowler said. "Comes with the job." He took a bite out of his cupcake. "Well color me red white and blue, this thing is delicious!"

"I told you they would be," Pinkie Pie said with a smile. She handed a tray of cupcakes over to Rarity. "Cupcake?"

"Why not," Rarity said. She took a cupcake from the tray and bit into it. "I just want to thank you all again for getting me out of that funk I was in. I wasn't being myself."

"You had us all so worried," Fluttershy said.

"Not me," Rainbow Dash proudly said. "I knew you'd pull through." She felt Applejack's glaring gaze on her. "Um, okay, maybe I was a _little_ worried."

Rarity pulled Spike closer to her. "I especially have you to thank, little Spikey-Wikey."

"Rarity, stop. You're embarassing me." He pulled away from Rarity, his face bright red.

Optimus got down on his hands and knees to put himself at Rarity's level. "We are all relieved that you survived your ordeal, and that you have returned to being your normal self."

"Thank you, Optimus. Still, I can't help but wonder if those images will ever leave my mind."

"It is the external wounds that heal the quickest," Optimus replied. "The internal wounds take much longer. Those are the scars that you always carry with you."

"I...I see," Rarity said. "But I think I should be okay, as long as I don't have to deal with any more Decepticons."

"The Decepticons will remain a threat to all of you as long as they are in this world," Optimus replied. "But you have nothing to worry about. We will fight them. We will stop them."

Jack heard Spike start to gurgle, like he was going to be sick. He turned to the young dragon. His cheeks were puffed out, like he was trying to hold back his vomit.

"Hey Spike. You okay?"

"We warned him about having too many cupcakes," June said. "Still didn't listen, did you, Spike?"

Spike opened his mouth, but instead of vomit coming out, it was a small burst of green flame, which quickly materialized into a rolled up scroll.

"What in the world is that?" Miko asked.

Spike picked up the scroll and unrolled it. "Let's take a look, shall we?"

"Is it from Princess Celestia?" Twilight asked.

"Yeah," Spike replied. "It's a summons. She wants to see all of you in Canterlot. Right now!"


	11. Airachnid the Hunter

AIRACHNID THE HUNTER

THE CREATURES OF THE FOREST RAN AWAY AS HER SPIDER-LIKE LEGS  
carrried her down the path. Deer, bears, rabbits, squirrels, all sorts of other unidentifiable creatures that she had never seen before, nor did she care about. To her, they were just sport, game for hunting, food for her sadistic appetite.

She'd been on the _Nemesis_ during the battle; she and Arcee had been trading blow for blow, trying their hardest to defeat each other. But Airachnid had transformed into her Vehicle Form and taken flight shortly after the ship went through the Ground Bridge. Now she was here, in this forest, not knowing-or caring-where the other Decepticons were, only thinking about Arcee, thinking about the day she would snuff the female Autobot, just as she had done to Tailgate over a thousand years ago.

Thinking about that time brought a smile to Airachnid's face. She remembered it like it had only just happened-to her, it may as well have; Cybertronian life cycles were much longer than those of any other creature in the universe. She remembered how she had surprised Arcee and taken her prisoner; remembered the interrogation about the next Autobot attack on the Decepticons; remembered how several Vehicon drones had brought in Tailgate; remembered Arcee pleading with Airachnid to spare him; remembered the taste of his spilled Energon after she snuffed out Tailgate's Spark.

She had been ready to do the same to Arcee, had Cliffjumper and Bumblebee not arrived and chased her off. By the time she returned, the Autobots were gone, and several days later, Cybertron went dark and both the Autobots and Decepticons were forced to abandon the planet.

Airachnid could have gone to join Megatron on Earth, but she was never much of a team player. She preferred to do things her way; she decided that she would hunt for any stray Autobots in the galaxy. As she searched, she had amassed quite the collection of trophies; endangered species from other worlds. Of course, they weren't endangered when Airachnid first arrived. She couldn't begin to count how many species she had driven to extinction. It was in the hundreds-no, the _thousands_.

After several years, Airachnid finally arrived on Earth, where she once again met Arcee, only this time, she had a new partner, a young human boy named Jack Darby. Airachnid had reserved a special place in her collection for a human, and Jack would do just fine.

If only she had known about how resourceful humans could be, she would have stopped him from destroying her ship and her trophies. Now she was stranded on Earth, and after several weeks, she found herself once again among Megatron's troops.

Still, she always considered herself a rogue, not working with others and always doing things her own way. She would follow Megatron's orders, sure, but she would always bend them to fit her style.

Her reminiscing was cut off by the sound of car engines. She stopped and listened, trying to determine if they were Autobot or Decepticon. At the moment, she could just barely hear them, like they had just entered the forest, but after a moment, the sound became clear.

Those weren't the sounds of the ground-based Vehicon drones, nor was it Knock Out and Breakdown.

It was the Autobots.

Arcee skidded to a stop on the outskirst of the Everfree Forest, nearly throwing Jack over her handlebars.

"Whoa! What was that all about, Arcee?"

"She's here," Arcee hissed. "I can smell her."

"You don't mean-"

"I do. Airachnid. I won't let her get away from me again." She revved her engine.

"Whoa, hold on, Arcee," Jack said. "We're supposed to be going up to the capital city, not hunting rogue Decepticons."

"If Airachnid's around, then I don't have time to be playing Tea Party with some princess," Arcee growled. "Go find the others. I'll take care of Airachnid." She waited until Jack slid off the motorcycle seat, then sped off.

_Great,_ Jack thought. _The other Autobots are gonna be ticked._ He watched Arcee speed into the forest and disappear into the trees.

"I've gotta tell Optimus." He took off running in the direction he and Arcee had been going, hoping to catch up to the other Autobots before they hit the mountain path.

Bulkhead tried to reach Arcee for the fifth time in less than ten minutes, and still he wasn't getting an answer. She had been at the back of the convoy until a little while ago, when she suddenly disappeared, along with Jack.

"Optimus, something's not right," Bulkhead said over the radio. "You think the Decepticons got to them?"

"That seems unlikely," Optimus replied. "But nevertheless, we should go back and look for them. Nurse Darby, Agent Fowler, Twilight Sparkle, hold on." He hit the brakes and turned around.

Twilight rolled against the passenger seat as Optimus turned, slamming her back into it. "Ow! That hurt!"

"You'd think there'd be more seatbelts in here," June said. "Are you okay, Twilight?"

Twilight slowly stood up. "Yeah, I'm okay. Ouch. That stings, though. You ought to warn us sooner than that, Optimus."

"Sorry. My bad."

They followd their tire tracks for a couple of miles. Their scanners were on full, searching for Arcee, when something jumped in front of them. A human, waving its arms over its head.

"Optimus, that's Jack!" June yelled. "Stop!" Optimus put on the brakes, coming to a stop just in front of Jack. June climbed out of the cab and hurried over to him. "Jack, what are you doing way back here?"

"It's Arcee," Jack said, breathing hard.. "She said she was going after Airachnid."

Twilight climbed out of Optimus's cab. "Airachnid? Who's that?"

"A Decepticon," Jack replied. "And she's one of the worst. Evil, sadistic, and she hunts and kills just for sport."

Raf, Miko, Fowler, and the other ponies climbed out of the Autobots. The Autobots transformed into their Robot Forms and turned towards the forest. They'd all dealt with Airachnid at some point during the war, most recently during a skirmish for a Cybertronian weapon-the polarizing gauntlent. Now that she was with the Decepticons, they could employ her in any number of attacks, and even if she weren't part of Megatron's crew, she was still a dangerous and unpredictable opponent.

"And Arcee went into the forest after her?" Ratchet asked.

"Yeah."

Optimus looked at the forest. He could only see for a few meters beyond the treeline before everything went dark. Airachnid could be anywhere, and Arcee wouldn't know it.

"Bulkhead, Ratchet, you're with me. Bumblebee, you stay here with the little ones."

"Why can't we come with?" Miko asked.

"Miko, you know how dangerous Airachnid is," Bulkhead said. "She wouldn't hesitate to slice and dice you."

"Well, when you put it that way," Miko said. "Fine. Just watch yourself in there, Bulk."

"Airachnid's the one who should be watching," Bulkhead said. "Catch ya later, Miko." He, Optimus, and Ratchet started walking towards the forest. They stopped when they heard Fluttershy's tiny voice.

"Um, you will be careful in there, right?" she asked.

"Of course we will," Optimus replied. "Besides, we outnumber Airachnid three to one."

"Not just of the Decepticons," Fluttershy said. "The Everfree Forest is full of all sorts of creatures-dragons, manticores, cockatrices, and all sorts of other monsters. So please, be careful."

"We will," Optimus said. "Ratchet, Bulkhead, let's move out."

The three Autobots entered the forest, disappearing into the trees.

Arcee slowly walked down the train, her blaster out in front of her. She hid behind every tree she could, only coming out from behind it when she was sure there was nothing around. She kept her optic and audio sensors open, scanning the area in front of her, to her sides, behind her, above her, and even below her; Airachnid was an ambush specialist, preferring to attack from either above or below.

She took her steps slowly, her head swiveling left and right as she walked. The sounds of the forest were drowning out her audio receptors, making it difficult to listen for Airachnid. Not to mention the fact that Arcee didn't really know her way around; she was just walking forward, her blaster raised, hoping she'd get lucky and spot the 'Con before she spotted Arcee.

Something moved in the bushes. Arcee tensed, aiming her blaster, ready to shoot whatever it was. Slowly, she walked over to the bushes and with her free hand, moved the leaves away. A pair of eyes stared back at her from the bush.

"Come out of there," Arcee growled. "Now!"

A furry little Earth creature leaped out of the bush-a rabbit. It stared at Arcee for a moment before hopping away in fear.

"Just a local." She looked into the forest, but couldn't see anything past the first few trees. "Sure is dark in here. Perfect place for a 'Con to hide." Slowly, she stepped off the path and into the trees.

The leaves and sticks crunched beneath Arcee's feet as she walked. She took her steps slowly and cautiously, trying to be as silent as possible. Airachnid could be anywhere, and she wanted to be ready, to sneak up on the 'Con without being detected.

_"Arcee, this is Optimus. Respond, Arcee."_

Arcee put the fingers of her free hand against the side of her head, activating her comms. "Sorry, Optimus. Can't talk right now. Airachnid's around here somewhere, I just know it. And I'm taking her down this time. Don't try to stop me." She turned her comms off. "The last thing I need is some distraction."

She heard a branch snap behind her. She whipped around, her blaster raised, but there was nothing there.

"Where are you?" Arcee whispered. "I know you're out there."

Bumblebee paced back and forth, keeping his eyes on the treeline, waiting to see or hear any signs of the other Autobots. They'd been in the forest for quite a while, and he was starting to get worried. He knew how dangerous Airachnid was; not even Optimus was safe from her.

"It's been over an hour," Agent Fowler said. "What could they be doing in there?" Bumblebee beeps in response. "Can I please talk to somebody who doesn't speak in bleeps?"

"He says he's worried about the others," Raf said. "They've been in there too long. They should have called by now or something."

"Maybe a monster got to them," Fluttershy squeaked. "Oh, I don't even want to imagine what the aftermath would look like."

"Pretty bad for the monster," Miko said. "You're talking about some creature going up against a trio of twenty foot tall robots. My money's on Bulkhead!"

Bumblebee let out a series of high pitched beeps and whirs, waving his arms around. Raf ran over to him and put a hand on his foot.

"Bumblebee, I'm sure they're fine. I know you're worried, but Optimus told you to stay here with us." Bumblebee beeped twice. "I want to know they're safe, too, but we have to stay here."

"What'd he say?" Pinkie Pie asked.

"He said he's going to go into the forest and look for the others," Raf translated.

"You really want to do that, 'Bee?" Jack asked. "You know Airachnid's no pushover." Bumblebee beeped once and whipped out his blasters.

Jack turned to Agent Fowler. "He's determined to go. What should we do now?"

"Well, if he goes, we go," Fowler said.

"No way," June hissed. "You are not putting these children in harm's way. Even if they _are_ with an Autobot, it's still way too dangerous for them. Besides, they don't know their way around."

"We do," Twilight said. "We'll go with you."

"The six of you aren't going anywhere, either," June said. "I know that this is your world and you know it better than we do, but I don't think Optimus would want to put any of you at risk again."

"Sorry, but I'm going," Miko said. "Bulkhead needs my help." She ran into the forest.

"Miko, get back here!" Jack yelled. "Man. That girl's nothing but trouble." He started to run towards the forest.

"Jack, wait."

Jack turned back to his mother. "Hey, Mom. Sorry, but I gotta stop Miko before she gets herself killed."

June sighed and nodded. "I know. I'm going with you."

"You don't have to do that, Mom."

"Of course I do. I'm your mother, I have to make sure you stay safe."

"If you're going, then you'll need some guides," Twilight said. "We'll go with you."

Bumblebee gave a series of beeps and whistles. "He says we all might as well go," Raf translated. "No point in only a few of us staying here."

"You know Prime's gonna be peeved, right?" Fowler asked.

"Yeah, but what else are we supposed to do?" Rainbow Dash asked. "Let's get going."

They headed towards the forest.

"Geez, it's kind of dark in here," Jack said. He pushed a tree branch out of the way. "How can anyone find their way through here?"

"Once you've done it as many times as we have, you get used to it," Twilight replied.

"Even so, this place is giving me the creeps," Raf said. He shuddered. "Haunted houses and graveyards, I can handle, but there's something about forests that makes them even creepier than those."

"That's because the Everfree Forest is spooky," Pinkie Pie said, making her voice sound sinister.

"That ain't too far from the truth," Applejack said. "Like Fluttershy said earlier, there's all sorts of weird and creepy critters in here. It just ain't natural."

Bumblebee tried his comms for the tenth time in as many minutes. He still wasn't getting any response from the other Autobots; it was starting to worry him. The loss of Cliffjumper was still weighing heavily on everyone's minds, and the last thing Bumblebee wanted was to lose another friend, let alone the rest of Team Prime. He continually tried to raise the others, all the while keeping his scanners on full; this dark forest was the perfect place for Airachnid to hide and set up an ambush.

"Miko!" Jack called out into the darkness. "Miko, where'd you go?"

"Are you sure you should be yelling like that?" Rarity asked. "If this Airachnid is as stealthy as you say, she could be anywhere right now."

"Oh, yeah. Didn't think about that," Jack said. "Man, Miko's really starting to get under my skin."

Bumblebee looked to Raf and beeped a few times. "You think we should split up, Bumblebee? Really?" Raf asked.

"Split up?" Pinkie Pie shouted. "Bumblebee, are you loco in the coco? Haven't you ever heard a scary story? Splitting up is never a good idea. We all split up, one of us might not come back!"

"Don't sound so dramatic, Pinkie Pie," Applejack said. "Splitting up sounds like a good idea. We can cover more ground that way."

"I agree with Applejack," Fowler said. "Wow, never thought I'd be agreeing to anything with a talking pony."

"You got a problem with that?" Applejack asked.

Twilight stepped in between Applejack and Fowler. "Whoa, hold on, AJ. There's no need to start getting violent with each other."

"Yeah, I guess you're right, Twi," Applejack said. "Sorry, Fowler. Lost my head there for a second."

"Yeah, well, don't make a habit out of it, horsie," Fowler said. "Let's split up into teams, four teams of two and one team of three."

"Great. Sounds like we're picking teams for dodgeball in gym class," Raf whispered to Jack.

It took a few minutes, but eventually, the teams were set up-Raf and Bumblebee; Fowler and Applejack; Pinkie Pie and Rainbow Dash; Twilight and Rarity; and Jack, Fluttershy, and June. Once the teams were made, they mapped out a path for each team to follow, splitting off in different directions.

"Whether we find the 'Bots or not, we'll meet back here in one hour," Fowler said. "Everybody got that? Good. Let's move out, people!"

Arcee stopped and listened. The sounds of the forest, the birds and the arthropods, which had been sounding just a moment ago, had stopped. Silence. The sort of silence that Arcee dreaded. The silence that told her that her arch nemesis was close.

"Where are you, Airachnid?" she whispered. "Come out, you witch."

Something caught her eye, a gleam of metal in what little sunlight was pouring through the canopy. She tensed, getting ready to jump. She had to time this right, otherwise she was going to end up in a bad way.

There was the sound of a blaster going off. Arcee jumped out of the way, just as a laser blast hit the ground where she had just been standing. She landed and aimed her blaster at the spot the laser had been fired from.

"Hasn't anyone told you to stop thinking out loud?" a calm female voice asked.

"Why don't you come out of those shadows and face me, Airachnid?" Arcee snapped.

A figure stepped out of the darkness; tall, lanky, with skinny arms and legs, and a set of four apendages on her back. Her face was twisted into a sadistic smile, and her purple eyes glowed with a sort of evil that made Megatron look tame. Her fingers were straight and narrow, like hypodermic needles, and the markings under her eyes looked like she was crying bloody tears.

"Fancy running into you in the middle of the forest, Arcee," Airachnid said.

"Oh, shut up, Airachnid," Arcee hissed. "This time, you're going down!"

She charged at Airachnid, firing her blaster. Airachnid dodged every shot, weaving from side to side and jumping over Arcee. She swung a kick at Arcee's head. Arcee ducked out of the way and grabbed one of Airachnid's apendages, swinging her around before throwing her against a tree.

"Good, Arcee," Airachnid said as she picked herself up from the ground. "You certainly know how to bring the pain."

Arcee flipped out her arm blades. "Stuff it up your tailpipe, 'Con. I still haven't forgotten what you did to Tailgate." She charged at Airachnid. "You're dead, Airachnid!"

Airachnid swung out her back-mounted apendages, swiping at Arcee. Arcee blocked with her arm, barely having time to deflect another attack from the other side. Airachnid raised her hands and fired her laser beams. Arcee moved out of the way of the blasts. She felt the heat off of them as they streaked over her head and shoulders.

Airachnid grabbed Arcee and pulled her in close, only to deliver a hard uppercut to the Autobot's chin. Arcee was sent flying back. She slammed into the ground, hard.

"You're getting sloppy, Arcee. I thought you were made of sterner stuff."

"I'll show you sterner stuff, witch," Arcee hissed. She flipped out her blasters and charged at Airachnid, firing as she ran. A few blasts hit Airachnid before she leaped into the canopy, disappearing from sight.

"Airachnid! Don't you dare run away from me!"

"Running?" Airachnid's voice came from the canopy. "Who said anything about running?" Arcee fired blindly into the canopy, scaring off a flock of birds and other creatures she couldn't identify. "The one who is percieved to be running away may in fact be merely biding her time, waiting for the right moment."

"The right moment for what?"

"The right moment...TO STRIKE!"

Airachnid dove out of the canopy, landing on top of Arcee and pinning her to the ground with her apendages. Slowly, she lowered herself, until her face was almost touching Arcee's.

"Tailgate was lucky, Arcee. His death was quick and painless. But for you, I've got something special in mind. I'm going to cut you open, slowly, savoring the smell of your spilled Energon and the sounds of your agonizing screams. And then, I'm going to pick your Spark apart, atom by atom. It will be slow, it will be painful, and I will enjoy ever. Single. Second."

"You sadistic witch!"

"Oh, you're too kind, Arcee." She raised an apendage, preparing to cut into Arcee's chassis.

Jack and Fluttershy heard the shots coming from deep into the forest. They took off running, hoping to get to the source before whoever was fighting got hurt. At least they could try to help out. Sure, they were much smaller than any of the Autobots, but that didn't mean that they couldn't do their share.

They stopped at a small path. Two robots were fighting. Jack pushed some branches away to see who it was.

"Arcee. And Airachnid."

Fluttershy poked her head through a bush to get a better view. "Oh my goodness. That's Airachnid?"

"Yeah. Nasty looking 'Con, isn't she?"

They watched Arcee and Airachnid trade blows for a few seconds before Airachnid leaped into the trees.

"Where'd she go?" Fluttershy asked.

"No idea."

Almost as soon as he said that, Airachnid leaped out of the canopy and pinned Arcee to the ground. She raised one of her spider-like appendages, preparing to slice Arcee open.

Fluttershy leaped out of the bush. "Leave her alone!" she yelled. Airachnid turned her attention towards Fluttershy. Fluttershy lowered herself to the ground, trying to make herself as small as possible. "Um, if you wouldn't mind, that is."

"Bad call, Fluttershy," Jack said.

"Well, well, well," Airachnid said. "Lookee here, Arcee. Your human partner has himself a new pet rat."

"Jack, Fluttershy, you have to get out of here," Arcee said. "Now!"

"Yes Jack, Fluttershy," Airachnid said. "Run. Run as far and as fast as you can. You know how much I enjoy sport, Jack. I'll give you both a thirty second head start. It makes the chase more interesting. For me."

"Both of you, get out of here, RIGHT NOW!" Arcee yelled.

"You've already wasted fifteen seconds," Airachnid said.

Jack scooped Fluttershy off the ground. "Okay, but we'll be back for you, Arcee." He sprinted down the path, away from the two robots.

Airachnid lifted Arcee off the ground and threw her against a tree. "You stay right there." She shot out a string of webbing, wrapping Arcee against the trunk. "I've got some trophies to catch." She transformed into her spider form and scuttled into the forest.

"Jack! Fluttershy!"

Jack was surprised by how heavy Fluttershy was, but he didn't have time to worry about that; he had to keep running. He knew Airachnid was right behind them, and if he stopped, it was all over. It wasn't the first time he'd had to run from Airachnid, and he was sure it wasn't going to be the last time, either.

He climbed over a fallen log and slid underneath it, setting Fluttershy on the ground. He leaned back against the cold wood of the log, breathing heavily, trying to catch his breath. He'd already run for almost a mile; he could easily have made it without running out of breath, but with Fluttershy weighing him down, he'd had to go slower than usual.

"I'm sorry," Fluttershy said. "I slowed you down."

"Don't worry about it," Jack panted.

"Did we lose her?"

"With Airachnid, you never can tell," Jack replied.

There was the sound of footsteps on the dirt. Jack and Fluttershy tensed up, listening intently, getting ready to run. The footsteps were getting closer, every second seeming to take an eternity to go by as the figure approached.

"Who's that?" Fluttershy squeaked.

"Quiet," Jack whispered. "Stay here. I'll check it out." He crawled out from under the log and looked around. "Nothing. There's nothing here."

Suddenly, Airachnid's face dropped down in front of him. "Hello, Jack. Did you miss me?"

Jack fell backwards, but quickly climbed to his feet. "Fluttershy, come on!" He climbed over the log, Fluttershy close behind, and they ran back the way they came.

"Jack, wait!" Fluttershy called. "I can't run as fast as you can."

"Fluttershy, you're a Pegasus! Just fly!"

"Oh." Fluttershy spread her wings and took to the air, flying alongside Jack as he ran.

"You can't run forever," Airachnid called from behind them. "Sooner or later you're going to have to stop. And when you do, your heads are mine."

"Fluttershy, go find the others," Jack said. "We need the Autobots."

"But, what about you?" Fluttershy asked.

"Don't worry about me. Just go!"

"Well, okay, if you say so." Fluttershy banked to the left, soaring higher into the sky.

Airachnid watched as Fluttershy flew away. She could transform into her Vehicle Form and go after the little Pegasus, but she had a grudge on Jack; a bone to pick with him, as the humans said. He destroyed her ship, her trophy collection, and what better way to start another one than by adding the head of Arcee's partner to the collection?

_Besides, I can deal with the rat whenever I want._

Jack rounded a corner, coming to where Arcee and Airachnid had been fighting moments ago. He ran over to Arcee and started pulling at the webbing holding her to the tree.

"Jack, I told you to run," Arcee said. "Where's Fluttershy?"

"She went to go find help," Jack replied. "Scrap, this stuff is stronger than usual."

"Jack, listen to me. You know how dangerous Airachnid is. You have to get out of here. You have to go find the other Autobots. You'll be safe with them."

"Forget it, Arcee. I am _not_ leaving you to die here."

"Jack, don't argue. If you stay here, you're going to die."

"You're asking me to quit on you? Forget it, Arcee. I'm your partner, your _friend_, and friends don't quit."

"Oh, how touching."

Airachnid stood on the edge of the path, leaning against a tree, her arms crossed. She pushed off of the tree and started walking over to Jack and Arcee.

"Do whatever you want to me, Airachnid, but leave the boy out of this."

"I'm afraid I can't do that," Airachnid said. "He destroyed my ship, my collection, and I intend to start a new one, with his head being the first of many to come."

"Your fight's with me, witch, not Jack."

"Correction, Arcee. My fight is with the both of you, and since a human is much squishier than a Cybertronian, well, you're a smart 'Bot."

Arcee turned to Jack. "Jack, I'm not going to tell you again, get out of here, NOW!"

"No! I won't leave you. If we die, we die together."

"Very well," Airachnid said. "I think I'll start with you first, Jackie."

Fluttershy's wings were beginning to get sore, but she couldn't stop; she had to keep going, had to find Optimus Prime and the Autobots. Jack and Arcee's lives depended on it. If she didn't find them in time...

_No! Don't think about that, Fluttershy. Just keep flying. The Autobots have to be around here somewhere._

"Fluttershy! Hey, Fluttershy!"

"Rainbow Dash?"

She dove towards the ground, landing softly in front of Rainbow Dash and Pinkie Pie. "Oh, I'm so glad I found you two."

"Where's Jack?" Pinkie Pie asked.

Fluttershy turned around and pointed with her hoof. "He's back there, with Arcee and Airachnid."

"Airachnid?" Rainbow Dash repeated. "Isn't that-"

"Yes, the scary Decepticon Arcee was looking for. She has the two of them trapped, and if I don't find Optimus soon, she's going to...she's going to...I don't even want to think about it!"

"Okay," Rainbow Dash said. She took to the air.

"Rainbow Dash, where are you going?" Pinkie Pie asked.

"I'm going to go help Arcee and Jack," Rainbow Dash replied. "You two keep looking for the Autobots."

"Don't do it, Rainbow Dash," Fluttershy pleaded. "Airachnid is really dangerous and scary."

"Oh, please. How bad could she be? Good luck." With that, Rainbow Dash turned and flew off in the opposite direction, headed where Fluttershy had pointed.

She dodged trees and low hanging branches, picking up as much speed as she could, her wings flapping furiously. A few twigs smacked against her face, but she didn't care; if she didn't get to Jack and Arcee in time, they would die.

The trees finally cleared, and Rainbow Dash stopped in mid-flight, hovering, staring at the sight before her. A spider-like robot, hovering over Jack, ready to impale him with one of its legs; and Arcee, wrapped to a tree with spider's webbing.

_Gotta act fast_.

She flew towards the spider robot as fast as she could, just before it could bring its leg down on Jack.

"You leave them alone right now!" She spun around and bucked the robot in the face with her hind legs. The robot held her hands on her face, trying to dull the pain. "Ha! Take _that_, Decepticon punk!" The Decepticon lowered her hands, her eyes squinting at Rainbow Dash in anger. "Oh. That just ticked you off, didn't it?"

"You have no idea, you rat."

"Rainbow Dash, get out of here!" Arcee yelled. "Fly away, now!"

"No way, Arcee," Rainbow Dash said. She dodged a swipe from the Decepticon. "Fluttershy told me you two needed help, and that's what I'm going to do." She dodged another swipe.

"You can't fight Airachnid, she's too strong and too dangerous."

"You'd better listen to them, Rainbow Dash," Airachnid said. "You've got ten seconds."

"Forget it, 'Con!" Rainbow Dash cried. She charged at Airachnid, ready to buck her again.

"Out of my face, vermin!" Airachnid batted Rainbow Dash away.

Rainbow Dash hit a nearby tree, hard. She fell to the ground, barely moving.

Jack hurried over to her. "Rainbow! Are you okay?"

Rainbow Dash stood up and shook her head. "Yeah, I'm fine. Gee, that spider can hit." She glared at Airachnid and pawed the ground. "Alright, Airachnid. You won that round."

"You're joking, right?" Airachnid asked. "Please tell me you're joking."

"Do I _look_ like I'm joking, 'Con?"

"As you wish, rodent. I was saving the first empty slot in my new collection for Jack, but I suppose you'll have to do. Now hold still, rat. This won't hurt a bit."

"One more thing," Rainbow Dash said. "Enough with calling me a rat. I'm a Pegasus!" She charged at Airachnid and took to the air, flying high above Airachnid's head. "You really want me, 'Con? Then try to catch me."

"Filthy little rat with wings," Airachnid grumbled. She turned back to Jack and Arcee. "I'll be back for the two of you in a moment. Right now, I have to take care of a little pest problem." She transformed into her helicopter form and took to the sky, following Rainbow Dash. "Get back here, vermin!"

"Airachnid!" Arcee yelled. "Scrap."

Jack started pulling at the webbing. "Hold on, Arcee. I'll have you out of there in no time."

Even as he pulled the webbing from the tree, he couldn't help but worry about Rainbow Dash.

Rainbow Dash flew higher and higher into the sky, through the clouds and into the frigid air of the stratosphere. She could smell and taste the colder air and felt tiny ice crystals forming on her feathers.

She looked down over her shoulder. Just how was Airachnid flying when her wings were spinning around in circles like that? It made no sense to her, just like Starscream and the Vehicons not flapping their wings at all. But at least Airachnid wasn't being propelled forward by fire, making her much slower than Rainbow Dash.

"Let's see just how high you can go, Airachnid." She pushed herself harder, flying even higher.

Airachnid found it difficult to keep up. She was surprised at how fast this little rat was moving; she could give Starscream a challenge. Her motor began to sputter as she stalled out. Her rotors stopped turning, and she began to plummet towards the ground.

She began to spin out of control as she fell. All the while, she fought to get her rotors spinning again, tried to get some lift to keep her from smashing into the ground below. As she fell, she caught glimpses of a mountain, a canyon, the forest, even the small town and the capital city, the latter of which was nestled against the side of the mountain.

_No time for sightseeing_, Airachnid reminded herself. _Gotta...get...some...lift!_

Her rotors slowly started turning, slowing her down as he neared the treetops. She transformed into Robot Form and looked up into the sky.

"Where is that little rodent? I can't even see her anymore."

Rainbow Dash stopped flying and hovered in mid air. She looked down towards the ground, almost five miles below her. She could barely see anything; the forest, the mountains, Ponyville-it was way too far down for her to make anything out.

_But I'll bet Airachnid's down there. Even after falling, she had to have managed to save herself. Well, let's see how she likes the Sonic Rainboom._

She dived towards the ground, folding her wings against her body for more speed. A sonic cone formed around her as she dived, getting more and more narrow the farther and faster she went.

Airachnid saw Rainbow Dash diving for her. She braced herself, ready to lash out, to cut the little pony down.

"That's right. Come meet your doom, little rodent."

Rainbow Dash felt the friction of the wind against her body, the drag slowing her down a little bit. She picked up even more speed, pushing herself harder and harder.

"A little more. A little more. And...NOW!"

She quickly pulled out of the dive as she readhed the ground, making a shard ninety degree turn. The sonic cone that had formed around her shattered as she broke the sound barrier, the resounding _whoosh_ of the sonic boom filling her ears, the mulitcolored sonic wave flying overhead.

Airachnid was left speechless, wondering just what in the world she was looking at. Her thoughts were interrupted by the sounds of rocks shattering.

"Oh, scrap."

The cliff she was standing on shattered, sending her plummeting towards the ground. She hit, hard, and was buried under a pile of rocks.

Jack pulled another strand of webbing off of Arcee. "Sorry this is taking so long."

"Don't worry," Arcee said. "I think I can get the rest. Stand back." She flipped out her arm blades, slicing through the remaining webbing. "There. Free at last. Come on, we'd better go find Rainbow Dash."

"That shouldn't be too hard," Jack said. He pointed to the sky. "Look." A multicolored sonic wave went flying overhead, the wind nearly throwing Jack and Arcee off balance.

"What in the Allspark was that?" Arcee asked. She transformed into her Vehicle Form. "Climb on, Jack. Let's go see." Jack climbed onto the motorcycle seat, grasped the handlebars, and Arcee sped off.

She cleared the forest. The other Autobots came into view, all in their Vehicle Forms. They must have seen the wave too.

"Hey guys," Arcee said. "You saw it too?"

"Yes," Optimus replied. "Arcee, are you alright? Fluttershy and Pinkie Pie told us about Airachnid."

"I'll tell you later," Arcee said. She skidded to a stop at the edge of a cliff and transformed. "What happened here?"

Rainbow Dash landed on the ground next to her. "Aw, yeah! Now _that_ was awesome!"

"Rainbow, did you do this?" Jack asked.

"You know it," Rainbow Dash replied. "Took her all the way up there and after she fell, _BOOM!_ Hit her with a Sonic Rainboom!"

The other Autobots let their passengers out and transformed, looking down at the pile of rubble.

"Impressive," Optimus said.

The rocks moved, and Airachnid appeared, throwing some rocks off of her and climbing to her feet, brushing dirt off of her.

"Airachnid!"

Arcee leaped down from the cliff, her blasters flipping out and firing at Airachnid. Airachnid leaped out of the way as Arcee landed next to her.

"I'd love to stay and chat, Arcee, but I have places to go, things to do," Airachnid said. She dug her apendages into the ground and started spinning, until she had disappeared into the hole she made.

Arcee ran to the edge of the hole, firing into the darkness. "AIRACHNID!"

"Arcee! That's enough!" Optimus bellowed.

Arcee stopped firing and lowered her arms. Slowly, she turned towards the other Autobots. Her eyes shone with a sort of anger none of them had ever seen before; anger at Airachnid, anger at the Decepticons, anger at the other Autobots, anger at herself.

She climbed back up the cliff to meet the other Autobots. Bumblebee helped her the last few feet.

"Arcee," Optimus said. "We know that you and Airachnid have a history, but that is no excuse to break rank and go off on your own. You put everybody here at risk. I understand that she took Tailgate from you, but you are not the only one who has grieved over his loss."

"Optimus, with all due respect, Airachnid _has_ to die. I don't care about rank when it comes to her. I'm not going to rest until I've taken her head."

"Arcee, this gambit for revenge puts us all at risk. It's only a matter of time before someone loses their life because of this, and I do not mean Airachnid. Innocent lives are at stake, and your constant need for revenge is going to get one of them killed."

Arcee turned her head away. If she were human, she figured she'd probably be crying right now. She knew Optimus was right, and though she did her best to keep Jack and the others out of harm's way, she knew it was only a matter of time before one of them died because of this. If that happened, Arcee didn't know how she could live with herself. She'd already lost two partners, two close friends, and her actions were putting even more friends at risk.

"I...I'm sorry, Optimus."

"The important thing is, is that you're still alive," Optimus said. "Now, we are running late for our meeting with the princess."

The Autobots transformed into their Vehicle Forms, gathered their passengers, and began driving.


	12. The Royal Meeting

THE ROYAL MEETING

**BEFORE I CONTINUE, SOMETHING I FEEL I SHOULD POINT OUT: IN TERMS OF THE CANON FOR BOTH TRANSFORMERS PRIME AND MY LITTLE PONY: FRIENDSHIP IS MAGIC, THIS STORY IS SET BETWEEN TRANSFORMERS PRIME SEASON 1, EPISODE 18 "METAL ATTRACTION", AND EPISODE 19 "ROCK BOTTOM", AND MY LITTLE PONY: FRIENDSHIP IS MAGIC SEASON 3 EPISODE 3 "TOO MANY PINKIE PIES" AND EPISODE 4 "ONE BAD APPLE." ANOTHER THING I SHOULD HAVE CLARIFIED EARLIER IS THAT THIS STORY IS THE SECOND PART OF A MY LITTLE PONY CROSSOVER TRILOGY, WHICH ALSO ENCOMPASSES "FINAL FANTASY 7: ADVENTURES IN EQUESTIRA" AND A THIRD INSTALLMENT WHICH I'M ALREADY IN THE PROCESS OF PLANNING, AND I PROMISE, ONCE THAT ONE'S OUT OF THE WAY, I **_**WILL**_** RETURN TO "BEAST WARS FAN SERIES". **

**WITH THAT SAID, ON WITH THE STORY. HOPE YOU'RE ENJOYING IT SO FAR.**

STARSCREAM ENTERED THE BRIDGE AND SLOWLY WALKED OVER TO Megatron, who was standing at the main viewing screen, staring out at the scenery. Soundwave was standing nearby, silent as always-then again, it was kind of hard for a robot without a face to talk.

_The eyes and ears of the Decepticons. He always creeps me out._

"What is it, Starscream?" Megatron asked. "This had better be good."

"Oh, yes, of course, Lord Megatron," Starscream said. He bowed down as Megatron turned towards him. "I bring word from Airachnid."

"Ah, yes. What _has_ that creeper been up to since we passed throug the Ground Bridge?"

"It seems she got into a scuffle with the Autobot named Arcee," Starscream replied. "But she was beaten."

"Even Arcee isn't an Autobot to be taken lightly."

"It wasn't Arcee that beat her, Master," Starscream said. "It was...a little pony."

"What?" Megatron's eyes flashed with anger and he bared his shark-like teeth. "How is it that one of my better warriors is beaten by a filthy rat?!"

"I...cannot begin to explain, Lord Megatron."

"And just why not, Starscream?"

"Because, Master, Airachnid would not explain."

Megatron threw Starscream aside and stormed off of the bridge. How could this have happened; Airachnid beaten by vermin? Granted, she was still alive, but even a Vehicon drone, a regular foot soldier, could destroy a little pony.

He found Airachnid in the hallway leading towards Knock Out's laboratory. She was leaning against a wall, holding her sides. Energon leaked out of her wound; not a fatal wound, but enough to break her metallic exoskeleton.

"Tell me, Airachnid," Megatron said. "How could you have let a filthy equine defeat you?"

"For a dirty rat, it was incredibly strong," Airachnid replied. "Fast, too. Faster than even Starscream. And then that multicolored sonic boom. I thought I could take that rat, and it somehow overpowered me."

"You call yourself a Decepticon? You couldn't even kill a germ-riddled rodent!" He slapped Airachnid, sending her sprawling. "I expect more from my troops, Airachnid. Understand?"

"Of course, Lord Megatron. I shall not fail you again." She picked herself up off the floor as Megatron marched back down the hallway.

The door to the bridge opened, and Megatron stepped inside. The Vehicon drones working the computer consoles all stopped and stared at him for a few seconds before returning to work. Megatron didn't pay them any mind, just made his way over to the main viewing screen.

"Soundwave, we need to know what the Autobots are up to." He turned towards Soundwave. His face was reflected in Soundwave's blank faceplate. "Deploy Laserbeak, but do not have him engage, only observe." Soundwave nodded in reply, and Laserbeak detatched from his chest, unfolding and flying off. "Soon we'll know exactly what those fools are doing. In the meantime...Starscream!"

"Yes, Lord Megatron?"

"Starscream, prepare a mining detail. We've got some Energon to gather."

Every pony in Canterlot gave the Autobots wary glances as they rolled down the street, the cobblestone roads crunching beneath their tires. As they went, they took in the sights-the wonderfully crafted stone architecture; the amazingly sculpted statues; the aqueducts, providing the city with precious water; and off in the distance, a building that could only be the Royal Palace.

"So, this is the capital city, huh?" Fowler asked. "I was expecting something more...government-y."

"I don't think that's even a word," Twilight said. "Oh, Optimus, turn right at the next intersection. It's a short cut to the palace."

Optimus turned and followed the road for another two and a half miles before coming to the palace. It was large, easily the largest structure he'd seen so far in this world, standing at nearly one hundred and fifty feet tall, with multiple levels and stairways connecting them all. The front gate was nearly fifty feet tall and thirteen feet wide, with two armored stallions-Pegasi, judging by their wings-standing guard in front of it.

The Autobots let their passengers out and transformed. The guards watched in awe as the massive robots rose up in front of them. They quickly turned their gaze back to Twilight as she approached the gate.

The guards held their wings out in front of the gate, blocking Twilight. "Halt!"

"It's okay, sirs," Twilight said. She used her unicorn magic to pull the scroll out of her saddlebag. "We've been summoned by the princess."

"Oh. I see," one of the guards said. They lowered their wings. "Very well. The princess is expecting you."

"Thank you, sirs," Twilight said. She put the scroll back into her saddlebag and walked past the guards.

The guards stared up at the Autobots again as they walked past, their jaws dropping in awe. Clearly they'd never seen anything like them before. As soon as Ratchet had gone through the gate, they turned their attention to the humans, eyeing them warily.

"At ease, soldiers," Agent Fowler said as he walked past. He gave them a small salute. "You're doing your country proud."

The inside of the palace was extremely spacious. The roof was high above even the Autobots' heads. The walls were a pristine white, made of extremely smooth stone, the sign of expert masonry. Lining the walls were a number of beautiful stained-glass windows, each one telling a different story. As they walked, their footsteps echoed off of the walls and the high roof, creating an ambience the Autobots and the humans had never experienced before.

"Wow," June breathed. "This place is amazing."

"I'll say," Miko said. "The perfect place for a rock concert. Slash Monkey would tear this place up!"

"Yeah, except for the fact that this is a royal palace," Fowler replied. "A place of government. They tear this place up, they're gonna find themselves in the brig."

"The audience chamber is just through those doors," Twilight said, pointing to the large double doors ahead of them. "Come on."

She led them down the long hallway towards the large doors. Slowly, the doors opened, revealing a massive room on the other side, a long red carpet on the floor leading up to what appeared to be some sort of throne, and standing near the throne, a tall, lovely white horse with a set of wings and a unicorn horn-an alicorn-and a flowing mane and tail of multiple beautiful colors.

Twilight stepped forward and knelt down on her front legs. "Princess Celestia. Please forgive us for being so late. We ran into a problem near the Everfree Forest and lost track of time."

"There's no need for apology, Twilight Sparkle," the princess replied. "The important thing is that all of you are here, as I requested."

Optimus stepped forward, past Twilight, and bowed down in front of the princess. "Princess Celestia, my name is Optimus Prime. It is an honor to meet a royal figure such as yourself."

"The honor is all mine, Optimus Prime," Celestia said. "Though I must say, you all are much...larger than I first thought."

"Yeah. We get that," Bulkhead said.

"I assume that this meeting is about the Decepticons, Your Highness?" Optimus asked.

"Yes," Celestia replied. "This is a matter of utmost importance." She turned to Twilight. "Perhaps you could give your new friends a tour of the city, Twilight?"

"With respect, Princess, we've all dealt with the Decepticons in some form," Twilight said. "We can help find a solution to this...problem."

"No, Twilight Sparkle," Optimus said. "The princess is correct. This is primarily a military matter. Besides, learning the layout of this city may prove beneficial. You all go. We will explore later."

"And take them to meet your brother," Celestia added. "I'm sure he'll be happy to meet them."

"You mean Shining Armor's here?!" Twilight gasped. She galloped towards the door. "Come on, you guys!"

"Wait, Twi has a brother?" Miko asked. "This I gotta see."

"Wait a moment," Celestia said. "You'll find your brother and Princess Cadance in the suite on the fifth floor."

"Really?" Twilight was grinning from ear to ear, like a young child on Christmas morning. "Thank you, Princess. Come on, you guys!" She eagerly galloped out of the room. The humans and the other ponies followed her.

"You'll have to excuse her enthusiasm," Celestia told the Autobots. "She hasn't seen her brother or Cadance in several months. They've been up north, keeping watch over the Crystal Empire after King Sombra's defeat. They need this time to catch up."

"I don't blame them," Bulkhead said. "Heck, I'm still waiting for Wheeljack to show up again. We didn't get a chance to catch up on old times before. Stinking Decepticon."

"Yes, about them," Celestia said. "Could you tell me about them?"

"So you know just what you are dealing with, correct?" Optimus asked.

"Yes, that's right." Celestia walked over to a nearby window and looked down at the city. "Last night, I recieved a letter from Twilight Sparkle about these 'Decepticons'. She went into detail about how dangerous and destructive they are, about how they almost took young Rarity's life." She turned back to the Autobots. "But she also told me about all of you. She told me how you risked your lives to rescue Rarity, told me about your story and how terribly sad it was.

"But onto business," she continued. She moved away from the window. "The Decepticons...can you vouche for Twilight Sparkle about how dangerous they are?"

"Do you not trust her?" Optimus asked.

"I trust her completely," Celestia replied. "After all, she is my star pupil. But I still would like to hear from the experts, the ones who have the most experience with them."

"Twilight Sparkle and the other little ones have seen first hand the destructive capabilities of Megatron and his Decepticon army," Optimus said. "They are well aware of just how dangerous they are. I surmise that everything the young unicorn spoke of in her letter to you is the truth. There is no reason for her to fabricate anything."

"Yes, you're right. But how can we tell which of you...Transformers are Decepticons?"

"Simple," Arcee said. "They'll shoot at you." Bumblebee beepd at her. "Well excuse me for being blunt."

"There's no reason to accost her," Celestia said. "She was only speaking the truth. And I'm glad she is. But that can't be the only way to tell a Decepticon from an Autobot, can it?"

"Listen, Your Highness," Arcee said. "Just because a Decepticon doesn't start shooting at you doesn't mean that he isn't part of their army. Honestly, not all Decepticons are going to shoot you. Just look at what Starscream did to Cliffjumper. Impaled with extreme prejudice."

"I assume this Cliffjumper was a friend of yours?" Celestia asked.

"Friend, partner, brother," Arcee replied.

"Oh. I'm terribly sorry for your loss."

"I'd rather not talk about it anymore," Arcee said. She crossed her arms and turned away from Celestia.

"As for a course of action to take against the Decepticons," Optimus said, "I believe it would be best for you to allow us to deal with them, Your Highness. As you said earlier, we are the experts, and we have the most experience with them."

Celestia nodded her head in reply. She could already tell that Equestria was in for a battle it had never seen, nor would it ever forget.


	13. BBBFF

B.B.B.F.F.

TWILIGHT EAGERLY TROTTED UP THE STAIRS TO THE CASTLE SUITES. SHE was so excited to see Shining Armor and Princess Cadance again; she hadn't seem them in so long, and they had a lot to catch up on. She didn't care about the Cybertronians right now, all she knew was that her brother was waiting for her.

"Hey Twilight! Slow down!" Miko called from down below.

Twilight stopped and looked back at the others. "Sorry guys. It's just, I haven't seen my brother or Cadance since we helped them liberate the Crystal Empire. I can't wait to tell him about humans and the Transformers. I wonder if he'll believe me about any of it? Well, about the Transformers, anyway."

They arrived at the suite Celestia had told them about. Twilight knocked on the door a few times. A big smile spread across her face, and she was shaking with excitement.

"You're really excited, aren't you, Twilight?" June asked.

"You'll like Cadance and Shining Armor. Cadance is kind and beautiful and the best foal sitter anypony could ask for, and Shining Armor is the best B.B.B.F.F. in Equestria!"

"The best what?" Miko asked. "I know a lot of text talk, but I've never heard that one before."

"Big Brother, Best Friend Forever," Twilight replied. She knocked on the door again. "Come on, somepony answer."

The door finally opened. Standing on the other side was a tall white unicorn with a neatly trimmed black mane and tail, and a picture of a big red shield on his flank.

"Shining Armor!"

"Twily!" The two unicorns wrapped their necks around each other. "Been missing you, little sis."

"I've missed you too, big brother." She stepped back. "Hey, where's Cadance?"

"Right inside," Shining Armor said. He stepped aside. Standing near a window on the far wall of the room was a beautiful pink alicorn with a lovely flowing mane and a picture of a crystalline heart on her flank.

"Twilight!"

"Cadance!"

The two ponies ran towards each other and began dancing around in circles.

"Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!"

"What was that all about?" Raf asked.

"Got me," Jack replied. "Must be a girl thing."

"Hey, Twilight, who are your new friends?" Shining Armor asked. "Don't think I've seen creatures like them before."

"Didn't I tell you about them in my last letter to you?" Twilight asked.

"They're called humans, and they come from another world," Fluttershy said.

"Uh, hi there," Jack said.

Agent Fowler stepped forward. "Let me do the talking here, son." He held a hand out to Shining Armor. "Special Agent William Fowler, United States Government."

"The what governemnt?" Shining Armor asked.

"Uh, Agent Fowler, I don't think they know what that means," Raf said.

"I know I sure don't," Applejack replied. "But I bet it's got something to do with your world, so I ain't complaining much."

"Humans, huh?" Shining Armor said. "For some reason I was expecting you to be...taller."

"You want tall, you should see the Autobots," Pinkie Pie said. "They're like REALLY REALLY REALLY big! Especially Optimus Prime! His head goes up to the palace roof, he's so tall."

"Who are Optimus Prime and the Autobots?" Cadance asked.

"Some more friends of ours," Twilight replied. "They're down in the palace talking with Princess Celestia right now. And I assume that the princess summoned you both here because of them."

"I don't understand, Twilight," Shining Armor said. "If they're friends of yours, then why would the princess-"

"It's because of the Decepticons," Fowler said, cutting Shining Armor off. "Think of them as the evil counterparts to the Autobots."

"I still don't quite get it," Shining Armor replied.

Over the course of the next two hours, Twilight, her pony friends, and the humans explained to Shining Armor and Cadance about the war between the Autobots and the Decepticons. They retold Optimus's story about the origins of the war; told them about the death of Cliffjumper at Starscream's hands; they told them about the battle at the old power plant, about the Decepticons opening a Ground Bridge to this world, about all the events that had transpired once they arrived-learning of the Energon, Rarity's capture and torture by the Decepticons, Airachnid's attack earlier today.

"So it's a war, huh?" Shining Armor asked. "That doesn't sound too good."

"Wars are never good," Fowler said. "Especially ones that have lasted for centuries."

"And until now, the closest we've come to fighting a war was when the Changelings invaded," Twilight said. "Not to mention King Sombra's attack on the Crystal Empire. By the way, how's everything going up there?"

"Couldn't be better," Cadance replied. "Though word has spread about these creatures you call Autobots and Decepticons."

"On the way here we saw some of the damage their battles had done," Shining Armor said. "Of course, at the time, we didn't know it was from an otherworldly war. There were craters in the mountains, patches of forest that had been burnt, and plenty of bodies that we couldn't identify littering the ground."

"Yeah, the 'Cons don't really pick up after themselves," Miko said.

"Well they should," Rarity scoffed. "Do they know how much damage littering does to the earth?"

"Rarity, you know that the Decepticons don't give two hoots about that sort of stuff," Applejack said. "Heck, you nearly lost your life because of them. If they're willing to kill a pony, what makes you think they care about leaving their trash and their dead on the ground?"

"Oh. Good point."

"Hey, if you want, we can take you to meet the Autobots," Twilight said. "I think you'll like them. In fact, big brother, you and Optimus Prime share a lot of similarities."

"We do?" Shining Armor asked.

"Yeah. Come on, we'll take you to them."

Twilight was continually talking as they made their way back to the palace. She told Shining Armor and Cadance about the time Pinkie Pie cloned herself using the Mirror Pool in the Everfree Forest, told them about the unicorn Trixie who was using an artifact called the Alicorn Amulet to spread dark magic throughout Ponyville, told them about Rainbow Dash's acceptance into the Wonderbolt Academy, and finally ending on Equestria getting swept up into the war between the Autobots and the Decepticons.

"Sounds like you've had a few crazy days since our last meeting," Shining Armor said.

"Crazy doesn't even begin to describe it," Twilight replied. "What with everything that's happened over the past couple of days, I don't think Equestria will ever be the same."

"Besides," Rainbow Dash said. "This isn't the first time otherworlders have shown up."

"What's she talking about?" Cadance asked.

"That was a couple of months ago," Twilight replied. "A group of humans from another world got stranded here for about a week, and we ended up helping them stop an evil human from destroying everything."

"That's right, you wrote to us about that," Shining Armor said. "Remember, Cadance?"

"Oh, I remember now. Silly me. But these Autobots...What are they like, exactly?"

"Well, you got Optimus Prime who's all noble and such," Applejack said. "Really polite, too."

"Then there's Bulkhead, the big guy of the group," Rainbow Dash said.

"You should totally see him bash some 'Cons!" Miko cried. She threw a punch into the air. "Totally awesome!"

"Unless you're right in the middle of it," Fluttershy said. "That was one of the scariest things I'd ever experienced."

"And then we've got Bumblebee," Raf said. "The Autobots' scout. He had his voice box crushed during the war, so he can't talk like the others."

"And yet, somehow, you and the other Autobots can understand him," Jack said. "Anyway, moving on, there's Arcee, the motorcycle."

"What's a motorcycle?" Cadance asked.

"It's like...You know what, you'll just have to see it to know what it is, because I can't think of how I can describe it in terms you'd understand," Jack replied. "No offense."

"Hey, don't worry about it," Shining Armor replied. "Are there any others we should know about?"

"Ratchet," Twilight said.

"Ratchet what?" Shining Armor asked.

"No, his _name_ is Ratchet, silly filly," Pinkie Pie said. "He's kind of a grump."

"But he's also a skilled medic," June said. "And of course he'd be a grump, Pinkie. After everything he's seen, I'm not surprised."

"Wasn't there another one?" Cadance asked.

"Well, yeah, but, uh...you see, he's, um..." The words got stuck in Raf's throat.

"They told us he died about a year ago," Rainbow Dash said. "Skewered by a Decepticon named Starscream."

"Dash, you know that's a touchy subject," Applejack said. "If Arcee heard you spouting off like that about Cliff, she'd chew you a new flank."

"Well, here were are," Twilight said as they approached the massive doors of the palace.

The doors swung open. They walked down the long hallway to the next set of doors and opened them. The Autobots were still talking with the Princess.

"Megatron will stop at nothing to get his hands on the Energon," Optimus was saying. "Even if that means killing your innocent subjects. As for you, Your Highness, you would be a political liability during the upcoming battles."

"What do you mean, a political liability?" Rarity asked.

Ratchet crossed his arms and scowled. "How did we not see them come in?" he asked.

"Maybe because they're so tiny," Bulkhead suggested. "Miko, Dashie, what's up?"

"Just telling Cadance and Shining Armor about you guys," Miko replied.

Shining Armor craned his neck to look at the Autobots. "You weren't kidding when you said they were big, Pinkie Pie. The red one over there is gigantic!"

"When are they gonna stop making remarks like that?" Arcee asked. "It's getting kind of old."

Optimus lowered himself to Shining Armor's level. "And you are...?"

"Optimus, this is my brother, Shining Armor, and his wife, Cadance," Twilight said. "Shining Armor, Cadance, meet Optimus Prime and the Autobots."

"A pleasure to meet all of you," Cadance said.

"Twilight and her friends have told us a lot about you," Shining Armor added. "I wish we could have met when you _weren't_ fighting a war."

"Yeah. You can say that again, horsie," Arcee said.

Shining Armor walked over to Celestia. He knelt down on his front legs. "Your Majesty, is this war the reason you have summoned Cadance and I to Canterlot?"

"Yes it is," Celestia replied. "I'll be honest with you, after hearing the Autobots' story, I'm not sure how much help any of us can be against the Decepticons. I'm not sure that even the Elements of Harmony will work against this Megatron."

"But there's a chance, right?" Cadance asked.

"If we can get to them this time," Applejack replied. "Those darn Changelings beat us to the punch before."

"And it doesn't help that the Decepticons have hundreds of Vehicon Drones that they can send out after us," Jack added. "But suppose Cadance is right, and there is a chance that these...Elements of Harmony can work against Megatron, we should take it."

"Since when did you become some strategist?" Miko asked.

"Since Raf and I usually have to go after you to keep yourself from getting squashed by a 'Con, that's when," Jack hissed.

Applejack grabbed the back of Jack's shirt with her mouth and pulled him away from Miko. "Whoa! Down boy! Ain't no need to go biting the poor girl's head off."

"Yeah. Sorry."

"Anytime now, the Decepticons will make their move for the Energon Rarity discovered," Optimus said. "If we are to stop them from gathering it and strengthening their army, we must find it before they learn of its location."

"I'm afraid they already do," Rarity said. "When the Decepticons took me, Megatron did something that let him see into my mind and watch my memories. He knows where the Energon is, because I helped him."

"You didn't help him, Rarity," Celestia said. "I'm sure you tried to keep it a secret from him for as long as you could."

"I did, because I knew he would use the Energon for evil purposes. But then he went into my mind. There wasn't a whole lot I could do about that."

"Perhaps not, little one," Optimus said. "But would it be possible for you to take us to the Energon field? Once there, we can-"

"Set up a trap for the Decepticons," Shining Armor said. "Bait them in, make them think they're the first ones there, and then take them by surprise. Am I right?"

"Actually, that was just what I was about to say," Optimus replied.

"Okay, bud," Bulkhead said. "How'd you know that?"

"I'm Captain of the Royal Guard of Equestria and Governor of the Crystal Empire," Shining Armor replied. "I've got to know how to come up with good battle strategies for both offensive and defensive maneuvers."

Bumblebee let out a series of beeps and whistles. "You're right, 'Bee," Arcee said. "He is good."

Optimus turned his attention back to Rarity. "What do you say, my young friend?"

Rarity was silent for a moment. She stroked her chin with her hoof. "Well...Okay. I'll do it." She walked towards the door. "If only to see the look on that barbarian Megatron's face when he sees the five of you there before him."


	14. Raid on Canterlot

RAID ON CANTERLOT

MEGATRON WATCHED AS SEVERAL MINERS HEADED AWAY FROM THE ship, moving in the direction of the Energon field. He could just barely see the blue glow of the Energon crystals off in the distance, several miles away, on the top of a plateau. Taking the time to scan the scenery, Megatron saw several mountains, a large forest, the small town where Starscream had encounted the little Pegasus and where Soundwave had captured the little unicorn, and nestled on the side of a mountain was a city.

_That must be the capital city. While most of my troops are preparing to mine and transport the Energon, I can send more to take the city. It will be a strategic political advantage. But who to send?_

"Something on your mind, Lord Megatron?"

Megatron didn't have to look to know that Knock Out was standing directly behind him; that smug voice was proof enough. Perhaps Knock Out would be the best choice, along with Breakdown. While individually they usually got trumped by the Autobots, together they were a nearly unstoppable force.

"Knock Out, there is something you can do for me."

"Just name it, Lord Megatron."

"Take Breakdown and go attack the capital city. Take it in the name of the Decepticons."

Knock Out slightly bowed. "We shall not fail, my liege."

"See that you do not, Knock Out. For your sake."

Even through the thick concrete walls of the palace, they could hear the sounds of vehicle engines revving.

"I thought you were the only Autobots here?" Rainbow Dash asked.

"We are," Arcee replied. "Must be Decepticons."

They all hurried over to the window and looked outside. Several Vehicon Drones were crowding the streets below; some were in Vehicle Form, others in Robot Form. They all had their blasters out and were firing at everything. Scorch marks covered many of the buildings and most of the streets. Ponies scattered every which way, trying to escape the monstrosities.

"Megatron. He's making his move," Optimus growled.

"Wait a moment," Rarity said. She squinted her eyes to get a better view. "I recognize that red one. He's the one who tried to cut me open! But who's the big blue one with him?"

"Knock Out and Breakdown," Bulkhead said. He slammed his fists together. "Come on, 'Bots. Let's go mash some metal!"

Miko threw a fist into the air. "Alright! What can we do, Optimus?"

Optimus looked at his small friends. There was no way he was going to allow them to get in harm's way. They knew how dangerous Knock Out and Breakdown were individually; together, they were an even deadlier force, operating as one collective unit. If he allowed the little ones to join them in battle, they would make excellent targets.

"Remain here," he said. "You will be safe."

"Now wait a moment," Shining Armor said.

"Yes?"

"Listen, Optimus, with all due respect, this is my city, and as Captain of the Royal Guard of Canterlot, it is my duty to defend it."

"I am aware of that, my little friend," Optimus replied. "However, you have never faced the Decepticons before. Your sister and her friends, however, have. They know how dangerous even one Decepticon can be. If you truly wish to fulfil your duties, then stay here and guard the others."

"He's right, Shining Armor," Twilight said. "The Decepticons aren't like anything we've ever faced before. Nightmare Moon, Discord, Chrysalis, Sombra; they're cupcakes compared to the 'Cons."

"Thanks for mentioning cupcakes, Twilight," Pinkie Pie said. "Now I'm hungry."

"I think there's more important things to worry about than satisfying your sweet tooth, Pinkie Pie," June said.

"Nurse Darby is right," Optimus said. "All of you remain here with Princess Celestia. Shining Armor, it is up to you to keep them safe."

"I won't let you down, Optimus Prime," Shining Armor replied. "I promise."

Optimus started walking for the door, the other Autobots following close behind. They stopped just before the door and lined up, facing the carnage that was going on outside.

"Autobots," Optimus said. "Transform, and roll out!" They transformed into their Vehicle Forms and sped out of the palace, onto the streets, heading in separate directions.

Concrete shattered beneath Breakdown's hammer. He brushed some dust off of him and watched the little rats run in terror. The sight of such carnage brought a smile to his face, even if he could only see out of one eye.

_Stupid humans._

Some time ago, he had a run in with a group of humans who called themselves MECH. Somehow, they had managed to disable him and take him to their headquarters, where their leader, a human male by the name of Silas-whose real name was Leland Bishop, former Colonel for the United States Military-explained that they were "studying" the Cybertronians, whom they had dubbed "the Transformers", and Breakdown was to be their first subject. They turned off his pain receptors and cut him open, taking notes and cutting into some of his internals; they even took out his right eye. Breakdown had no idea what use any of this was to a bunch of humans, but he planned on paying them back in full, by taking their pathetic lives. He was eventually rescued-by _BULKHEAD_, of all 'Bots-and though he was grateful to the Autobot for saving him, they were still enemies.

_And the next time we meet, I'll pound him into the ground_.

"Look at the little vermin run, Breakdown," Knock Out said. "I love it when they try to escape with those tiny legs of theirs."

"Rats, that's all they are," Breakdown said. He swung his hammer, smashing another stone structure. "Look out below!" Stone fell to the street below, nearly crushing the ponies that were running all over the place.

He heard the distinctive sound of vehicle engines, but they weren't from the Vehicon Drones.

It had to be the Autobots.

"We've got company, Knock Out."

"So I noticed."

It was Bumblebee, the little sports' car. He came speeding down the street, making a bee-line for the two Decepticons, quickly transforming into his Robot Form and firing his blasters. Knock Out and Breakdown dodged Bumblebee's blaster fire and retaliated, Knock Out's hand transforming into a blaster and Breakdown aiming his shoulder-mounted missile launcher. They opened fire.

Bumblebee dodged left and right, avoiding lasers and missles while still firing his blasters. He hid behind a marble pillar and blindly fired. He felt and heard Knock Out's lasers chip away at the stone.

One of Breakdown's missiles hit the pillar, shattering it. The force of the explosion sent Bumblebee flying. He landed hard on his face, but quickly jumped back to his feet. He let out an annoyed beep as he aimed at the two Decepticons.

Lasers and missiles criss-crossed the street. The three robots dodged every shot; the only damage being done to them was from the stone being chipped off of the cobblestone street and the marble structures. Shards of stone and glass littered the ground. The Canterlot ponies kept running, trying to get away from the firefight as fast as they could.

Bumblebee hid behind the pillar again and put his blasters back into their forearm compartments.

"What's the matter, Bumblebee? Gettng tired of being shot at?" Knock Out taunted. "This could all end in a matter of moments, you know? All you have to do is ask and we shall deliver the killing blow." Bumblebee shot back a series of angry beeps and whirs. "Sorry, what was that? I don't speak censor bleeps." He heard more laser blasts pelt the pillar. It wouldn't hold for much longer.

Bumblebee didn't have time to think; he stepped out from behind the pillar and charged at the two Decepticons, his forearm blasters flipping out again. He started firing at them. One of his blasts grazed Breakdown's eyepatch.

"GAH! I'll smash you for that, Autobot!" He charged at Bumblebee, firing his missiles as he ran.

Bumblebee transformed into his Vehicle Form to dodge the missiles and sped towards Breakdown. As soon as he was close enough, he transformed back to Robot Form and delivered a hard punch to the bigger Decepticon's face, making him step back.

Breakdown rubbed his face. "What's with you Autobots; first you protect weak humans, and now little horses? Show some consistency, for crying out loud!" He raised his hammer and got ready to bring it down on the smaller Autobot. "Well, it was all for nothing!"

Fortunately for Bumblebee, Breakdown's immense size made him much slower than the smaller Autobot scout. Bumblebee quickly leaped out of the way, just as Bulkhead's hammer hit the cobblestone street, shattering it. Before Breakdown could prepare another swing, Bumblebee kicked him hard in the face and punched him several times.

Bumblebee was about to deliver another hard kick when he felt a sharp jolt of electricity go through him; Knock Out had snuck behind him and hit him with his electric staff, shorting out Bumblebee's circuits and knocking him unconscious.

"I can't take you anywhere without you getting beat up somehow, can I?" Knock Out asked playfully.

"Oh, shove it up your garbage disposal," Breakdown replied as he picked himself up off the ground. "But if the 'Bee's here, then that means that the other Autobots are around. That means Bulkhead's around. Me and Bulky got a score to settle." He transformed into his Vehicle Form, a massive military vehicle, and drove off.

Knock Out shrugged. "Fine. Do what you like. Now, where's that big rig with the sleek paint job?" He transformed into his sports car Vehicle Form and drove off.

Bumblebee's optics slowly flickerd back on.

Arcee slashed the vocal processor of a Vehicon Drone with her arm blades and kicked it out of her way. She ran to the next 'Con, digging her blades into its head and chest, then using it as a shield to block laser blasts from several more 'Cons. Holding the body in front of her, she ran at the Decepticons, throwing it aside as she got close and leaping into the air. She exchanged her arm blades for her blasters and opened fire, her laser blasts hitting the Vehicons in the heads. They fell to the ground, sparks and Energon leaking onto the cobblestone street.

She heard the high-horsepower roar of a sports car coming down the next street over.

_ Bumblebee?_

She hurried through an alley, just in time to see a red sports car go zooming past.

_That wasn't Bumblebee, that was Knock Out! Where's he off to in such a rush?_

Arcee transformed into her Vehicle Form and sped off after Knock Out. He was in a hurry, probably to trash more of the city, and Arcee wanted to know why.

Shining Armor paced back and forth, muttering to himself. Most of the others had taken to keeping themselves occupied by watching what was going on outside. Rainbow Dash was taking a nap near the far wall, and Fluttershy was hiding behind the throne, not wanting to see the carnage that the battle outside was causing.

"This isn't right," Shining Armor said. "I shouldn't be cooped up in here. I should be out there, rounding up the Canterlot Guard and fighting those monsters off."

"I know how you feel," Fowler said. "Seems like there's nothing you can do even though you want to go out there and help. But these 'Bots are professionals. They know the 'Cons much better than any of us here. Let them do their job."

"Their 'job' is going end up getting Canterlot destroyed!" Shining Armor snapped. He turned to Celestia. "Forgive me, Your Highness, but I must go out there. As Captain of the Canterlot Guard, it is my duty to defend this city from all invaders, and that's exactly what I'm going to do." Without waiting for a response, he turned and ran out the door. The sounds of the chaos from outside filtered into the building.

"Gotta admit, that pony sure has some guts," Miko said.

"He's a brave one, alright," Fowler agreed.

"Either that," Raf said, "or he's totally nuts. I mean, going out there when the Autobots and Decepticons are fighting? He must have some sort of death wish."

Twilgiht turned to him, her eyes almost burning with rage. "Don't say that, don't you dare say that! My brother is captain of the guard; he's not going out there to get an adrenaline fix like Miko-"

"Hey!" Miko yelled.

"He's going out there to do his job, which is to defend this city! He's doing this to help the Autobots and to keep all of us safe!"

"Okay, I'm sorry," Raf said. "I didn't mean to sound so rude, Twilight."

Twilight let out a long sigh. "No. I'm sorry. It's just, I'm so worried about...well, everything right now. Canterlot, my brother, my friends. And besides that, part of me wants to go out there and try to help the Autobots, but I also know just how dangerous that is, that I might end up getting myself killed in the process. But you see, the Autobots have done so much for us in the short time they've been here-they've protected us, they helped us rescue Rarity, they've given us so much courage. I have to help them out somehow. And...And if nopony else is willing to help me, then I'll fight this battle myself."

"Whoa, whoa, hold on a second," June said. "Twilight, dear, I can understand where you're coming from, but this is their war."

Twilight turned to Celestia. "I know that Mrs. Darby is right, Princess, but even _you_ have to agree, that when they brought their war to Equestria, they made it _our_ war too."

Rainbow Dash had woken up at this point. "She's right. We can't just sit on our rumps and watch from the sidelines. Heck, I've got personal experience in fighting the Deceticons."

"You barely managed to get Airachnid to retreat thanks to that Sonic Rainboom of yours," Jack said.

"Yeah, and there were those Vehicon Drones when the 'Cons first showed up, and that kooky flying thing."

"Look, that doesn't matter right now!" Twilight cried. "What matters is that there's a war here in Canterlot-in OUR WORLD-and we're not doing anything about it! I don't know about the rest of you, but I'm going." She turned and galloped for the door.

Princess Celestia took one step forward and spoke in a very authoritarian voice that made the hair on the back of Jack's neck stand up: "Twilight Sparkle! You stop right now!"

Twilight stopped in her tracks and whipped around to face the princess. "I'm sorry, Princess, but I _have_ to do this! I can't let my brother do this alone. He doesn't know the Decepticons like I do." She flinched as a nearby explosion rocked the palace. "Besides, they nearly killed Rarity, and that makes this personal. It's like Rainbow Dash said, we can't just sit back and watch the events unfold like we're at the Wonderbolt Derby. This is our home, and I'll defend it alone if I have to."

"You're not alone," Rainbow Dash said. She flew over to Twilight. "I'm with you all the way."

Applejack pranced over to them. "You can count on me, sugar cube."

"Me too! Me too!" Pinkie Pie cheered as she merrily bounced over to join them.

Fluttershy slowly flutterd towards them. "Well, um...It seems very scary, but if it means making sure that my little animal friends are safe, then I'll fight too."

Rarity flipped her mane to the other side of her neck. "You know me; I don't care much for violence, being a fashionista and all, but I must agree with Twilight. What the Decepticons did to me is unforgivable. I'll make that brute Megatron pay!" She trotted over to join her friends.

Celestia calmly walked over to the six ponies. She simply stared at them for a moment before a smile crossed her face.

"I see that your minds are made up. Very well. But you may need the Elements of Harmony in order to fight the Decepticons."

"Wait just one flipping minute," Fowler said. He walked up to Celestia. "You mean to tell me that you're actually entrusting the survival of your city, your country, your _world_, to the equivalent of human teenagers? They're barely even Power Rangers material."

"Hold on there, partner," Applejack said, quickly stepping in between Fowler and Celestia. "Y'all can't go blaming Celestia for us wanting to do this. Besides, it certainly wouldn't be the first time."

"She's right," Twilight added. "Nightmare Moon, Discord, Chrysalis-even though that was more my brother and Cadance-King Sombra, and several other threats to Equestria; we've dealt with them all. We can do this."

"I don't think so," Fowler said sternly. "I don't care if you're the Powerpuff Ponies, you're not going out there into that war zone." He pointed his finger at Celestia. "And you...You're the leader of this country; you should have mobilized your military forces the moment you spotted danger. What, were you too busy waiting for your prince to come and save the day? I'm not saying that I doubt these six's abilities, but this isn't a job for them, it's a job for the military. If you were a real leader, you would have sent out your troops to combat the threat to your country before they invaded the capital city."

"Whoa whoa whoa, Agent Fowler, hold on a second," Jack said. "It's not like she knew what the Decepticons were at the time."

"Maybe not, Jack, but Agent Fowler is right," Celesita sighed. She lowered her head. "I saw the danger signs shortly after the time I presume you all came through your Ground Bridge, but did nothing about it; no investigations, no strenthening of fortifications, nothing."

Jack put a hand on Celestia's shoulder. "But it's not your fault, Princess. This is a different threat than what you're used to."

"He's right, Your Majesty," June said. "But I'm gonna have to also agree with Agent Fowler on this one. You can't just send these little ponies into war."

"Look, we've got some experience with the Decepticons," Rainbow Dash said. "Besides, the Elements of Harmony have never failed us before. We can do this."

Celestia pushed her way past the three humans to speak with Twilight and the others face to face. "I believe you can. Follow me; I'll take you to the Elements."

The humans watched the equines walk down the hallway, towards a solid door at the far end.

"So, she's sending the kids out to do the army's job anyway?" Fowler asked. "Am I the only one not seeing the logic behind this?"

"But you have to admit, they're right," June replied. "This is their world, not ours, and not the Autobots'. They have the right to fight for its survival."

"Come on, you guys!" Miko cried. "Let's go see them kick some Decepticon!" She ran down the hall after Celestia and the other ponies.

"In other words, just another way for Miko to get her adrenaline fix for the day," Jack whispered. "Sorry, Mom. Gotta go." He hurred after Miko, running as fast as he could to catch up to her and the ponies.


	15. Elements of Harmony

ELEMENTS OF HARMONY

TWILIGHT AND THE OTHER PONIES WATCHED IN EAGER ANTICIPATION AS Celestia used her magic to unlock the door. The sounds of the battle echoed throughout the hallway. Vibrations-most likely caused by explosions-shook the entire building, knocking loose some marble from the roof.

Celestia had to act fast; she didn't know how much longer the Autobots could continue to fight the Decepticons. She quickly opened the jewel-encrusted case and levitated the six Elements towards their respective owners. Applejack, Fluttershy, Pinkie Pie, Rarity, and Rainbow Dash each got a necklace while Twilight got the tiara; each one was emblazoned with an image of their own Cutie Marks, representing their elements.

Miko finally caught up to them, Jack close behind.

"Hey, where'd you get that jewelry?" Miko asked.

"These are the Elements of Harmony," Twilight replied. "No time to explain, you guys. We have to hurry. Let's move it, ponies." The six of them galloped down the hallway, towards the main entrance.

"Good luck, my little ponies," Celestia whispered. "You're going to need it."

Knock Out nearly ran into a marble pillar as he drifted around the corner. He quickly regained control and continued speeding down the road, Arcee close behind. She'd managed to stay on his tail no matter what he did, and being much smaller than him, she could fit through smaller places like alleyways. Sure, he was faster, but since she was smaller, she had more acceleration and a higher top speed.

Knock Out transformed, turning to face Arcee as he did, and fired a missile at her. She quickly dodged and transformed, and before Knock Out could react, she slammed her fist against his face. He staggered and put a hand on his face.

"Oh no. You. Did. Not!"

"Oh yes I did, 'Con," Arcee hissed. She flipped out her arm blades and charged at Knock Out. Knock Out deflected her attacks with his staff, but she wasn't about to let up. She kept coming at him, kept forcing him back, keeping him on the defensive, never giving him an opening to retaliate. For such a small Autobot, she certainly was fierce.

"You're feister than usual," Knock Out mused.

"Only because of what you monsters did to Rarity," Arcee snapped. "You nearly killed that little pony. I won't forgive any of you for that!"

They locked weapons. "Oh, come on, Arcee. Don't tell me that this is all over what happened with that rat."

"She's not a rat," Arcee hissed. "She's a unicorn!" She swapped one of her blades for a blaster and fired a shot into Knock Out's abdomen.

Knock Out staggered backwards again, holding his gut. Energon dripped from between his fingers, and he was forced to use his staff as support. Arcee kept her blaster trained on him, waiting for him to make a move, just so she could take satisfaction in ending this Decepticon's miserable existance.

"Why don't you just finish it?" Knock Out taunted. "After all, you've got me right where you want me."

"Make a move, 'Con. I dare you."

She felt something hard hit her in the back of the head, and all went dark.

Breakdown was surprised; a blow like that should have taken Arcee's head clean off, yet all it did was send her offline. He stepped over her body and helped Knock Out stand up straight.

"You alright, buddy?"

"That wench got me with a cheap shot," Knock Out groaned. He indicated the blaster shot on his abdomen. "Look at this, Breakdown. It's going to take days of buffing to fix this."

Their conversation was interrupted by...spears? Who the heck was throwing spears at them?

Oh, those armored ponies from the roof of a nearby building. How they were holding spears Knock Out didn't know, but he didn't have time to figure it out. The spears kept coming, almost like a constant volley. Most missed the two giant robots, but a few managed to hit them, harmlessly bouncing off of their metal flesh.

That wouldn't have been so bad, if the other Autobots weren't speeding down the street at the exact same moment.

"Fight?" Breakdown asked.

"Drive," Knock Out replied. "Split up."

They transformed into their vehicle forms and sped away, going in different directions.

The Autobots transformed and readied their weapons, but it was too late; Knock Out and Breakdown had disappeared.

Ratchet knelt down next to Arcee and opened his wrist console. "She's going to be fine, she's just unconscious."

Arcee slowly stirred and pushed herself to her knees. "Ow. That really hurt."

"Trust me, I know the feeling," Bulkhead said.

Bumblebee picked up a spear from the ground and showed it to Optimus. He beeped a couple of times.

"No, Bumblebee, they are not ours," Optimus said. He looked around, until he spotted the armored equines on the nearby building. Slowly, he walked over to them. "Shining Armor?"

"I'm here, Optimus," Shining Armor said. He pushed his way through the crowd of ponies; he was now dressed in bright gold armor. "Listen, I know you told me to stay in the audience chamber with the others, but I couldn't simply sit there while these Decepticons terrorized Canterlot. I know you and the other Autobots are fighting them, but-"

"But this is your home, and you will fight for it," Optimus finished for him. "I understand. It is your right to defend your home, after all."

"I know you were just looking out for our well-being, but this is something I have to do."

Optimus simply nodded. "You're right. Very well. But do not take the Decepticons lightly. They are unlike any enemy you have faced. Good luck, Shining Armor."

Shining Armor snapped a crisp salute. "Good luck to you too, Optimus Prime."

Agent Fowler wasn't joking when he said the streets were a war zone; there was rubble everywhere, scorch marks from the Transformers' blasters, a strange blue liquid that covered the ground in pools, fires raging, the scent of burning concrete filling the air, and the six of them could even hear the sounds of ponies crying out for help and screaming in pain as they were trapped beneath what once were tall, grand buildings. It was disheartening to see their beloved capital city in ruins like this, but there was no time to stop and mourn; they had to find the Autobots, they had to help fight off the Decepticons.

"So, how exactly are we supposed to find them?" Applejack asked.

"Gee, I don't know, maybe we should look for the giant robots duking it out like a bunch of drunk griffins," Rainbow Dash replied sarcastically. "Yeah, it's gonna be _real_ difficult."

"Well ya don't have to be so sarcastic about it, Rainbow," Applejack snapped.

"Girls!" The tone of Twilight's voice told them that she was getting agitated. "We don't have time to be arguing with each other! We've still got a lot of the city to cover if we're going to find the Transformers."

They stopped as the sound of a car engine filled the air. Rainbow Dash flew higher up to get a better view.

"Who is it, Rainbow Dash?" Rarity asked. "Bumblebee? Arcee? Bulkhead?"

"It's that red Decepticon!" Rainbow Dash cried.

_Red Decepticon?_ Rarity thought. She let out a small gasp. _Knock Out!_ She felt the blood in her veins begin to run cold as she remembered the horrible torture he put her through after Megatron was finished with her. The sounds of his buzzsaw running filled her mind, the feel of the cold knife pressing against her flesh as he prepared to discect her while she was still awake. It was getting hard for her to breathe as she remembered being strapped to that operating table, about to be cut open like some horrible science experiment.

Pinkie Pie started shaking her. "Rarity! Rarity, you okay?"

Rarity shook her head. "Huh? Oh, um...Yes, I'm fine, Pinkie. Just-"

"Flashbacks?" Twilight asked.

Before Rarity could answer, Knock Out sped past. He quickly transformed and spun around to face them.

"Oh. I remember the six of you."

Rarity stepped forward. "You...you monster!"

"Ah. A very familiar face." He flipped out his buzzsaw. "Perhaps now I can get to finishing that little experiment I began back on the warship."

Rarity growled. She spread her front legs, lowering herself into a fighting position. Her horn began to glow, as did her necklace as she tapped into the powers of her Element of Harmony. A few seconds later, a beam of magic shot out of her horn, hitting Knock Out square in the chest and sending him flying back.

"You know, I would rather have avoided resorting to violence," she said. "Fashion is more my style. But I WILL NEVER FORGIVE YOU AND YOUR MASTER FOR WHAT YOU DID TO ME! NEVER!"

"Wow. She's angry," Pinkie Pie said.

"Ya think?" Rainbow Dash snarked.

Knock Out picked himself up off the ground. "This just isn't my day."

The other ponies gathered around Rarity, ready to fight. Sure, Knock Out was much bigger than they were, and much stronger, but they had faced much bigger than him in the past-dragons, hydras, the entire Changeling army. Knock Out could easily kill all of them with one swing of his staff-which was also brimming with electricity-but if they were to die here, at least they would be standing up to him.

"Look at you all," Knock Out taunted. "You think you're heroes." He started spinning his staff. "Too bad the heroes are always the first ones to go."

"Not today, Knock Out," Twilight said. Her horn started to glow. "You and Breakdown made one very big mistake-attacking Canterlot. No, not just Canterlot, but our whole world. You and the other Decepticons; and that is unforgivable!" Her tiara and the five necklaces began to glow as the six of them prepared to use the Elements of Harmony. "Now...DIE!"

_Okay, what's going on here?_ Knock Out asked himself. The six ponies were surrounded by a strange aura, similar to when one was under the influence of Dark Energon, but much...brighter; not dark at all. Light shone from the six pieces of jewelry and spread between all of them, meeting up at Twilight's tiara. The aura lifted all six of them into the air. Twilight's eyes began to glow with a light so bright it nearly blinded Knock Out.

He certainly wasn't expecting what happened next.

A rainbow, of all things, shooting out of the headdress and arching in the air as it descended towards Knock Out. He tried to move, but was overtaken by the colors. Pain racked his body, causing him to cry out.

A few seconds later, the rainbow disappated. Knock Out was barely able to stand, once again having to use his staff as support. He glared at the ponies, Energon dripping from his wounds.

"Who knew rainbows could hurt." He winced. "I don't know what you little vermin hoped to accomplish, but I'm still alive and I'm going to MASH YOU ALL INTO GLUE FOR RUINING MY PERFECT FINISH!"

Breakdown pulled up and transformed. He helped Knock Out stand up straight. "Sheesh, what happened to you?"

"Those filthy rodents, that's what," Knock Out replied.

Breakdown couldn't help but chuckle. "You let them beat you up like this? Oh, that is _rich_."

Knock Out smacked Breakdown away. "You can laugh at me later, after you've helped me smash these horses into glue."

"Didn't know you could make glue out of rats." He readied his hammer. "Who wants it first? How about the yellow one?"

Fluttershy let out a terrified squeak and lowered herself to the ground, trying to make herself seem as small as possible. The other ponies formed a protective circle around her.

"Back off, 'Con!" Rainbow Dash jeered.

The sound of vehicle engines filled the air as the Autobots arrived. They transformed, weapons aimed at the two Decepticons.

"Surrender," Optimus said, his deep voice booming even more than usual.

Breakdown slowly backed away. He turned to his partner. "Yeah, I think now would be a good time to get the heck out of here."

"I'm with you," Knock Out replied. "My finish is ruined enough as it is."

The two of them transformed into their Vehicle Forms and sped off.

The aftermath of the battle left a somber feeling in the air. Several buildings and other pieces of architecture had been destroyed, their rubble littering the steets, which were awash with Energon and blood; the screams of injured and trapped ponies filled the air; several ponies had gotten caught in the middle of the battle and had paid the ultimate price, their lifeless bodies strewn all around; fires burned, filling the noses of those around with the scent of burning wood and stone with a tinge of burning flesh mixed in; the broken pieces of destroyed Vehicons littered the ground. Canterlot had never looked so...demolished before.

The six ponies couldn't believe what they were looking at. Their beloved captial city, now in ruins. Tears filled their eyes as they took in the sights; they'd seen the result of battle before, but never on a scale quite like this.

Twilight used her hoof to brush some dirt off of a sign that had fallen on the ground. Her heart sank when she saw what was written on it: _Celestia's School for Gifted Unicorns._ The place where she had learned to harness and control her magical abilities, gone-ruined by this alien war. She looked up, saw some ponies coming out onto the streets, trying to clean up or find their loved ones in the rubble.

"I...I can't believe this is happening," she whispered. "It's so horrible."

"It's always the innocent places that get hit the most," Arcee grimly said. She looked down at the ponies. "I'm sorry about all of this."

Twilight wiped her tears away. "It's not your fault, Autobots."

"She's right," Applejack said. "It's them Decepticons."

Twilight didn't hear anything they said; she just kept walking forward, taking in the sights, letting it all sink in. More tears welled up in her eyes as she walked. Why did this have to happen? How could it have come to this?

The tears started rolling down her face as she walked, and she began to silently sing to herself.

_I have walked all alone  
On these streets I call home;  
Streets of hope, streets of fear  
Through the sidewalk cracks, time disappears.  
I was lost on my knees  
On the eve of defeat  
As I choked back the tears,  
There's a silent scream no one could hear_

So far away from everything, you know it's true  
Something inside that makes you do what you got to do

Ring the bells, ring them loud  
Let them ring here and now  
Just reach out and ring the Bells Of Freedom  
When your world's crashing down like you've lost every round  
Stand your ground  
And ring the Bells Of Freedom

Up the steps of the church  
Through the fields in the dirt  
In the dark I have seen  
That the sun still shines for the one who believes

So far away, so full of doubt, you needed proof  
Just close your eyes and hear the sound inside of you

Ring the bells, ring them loud  
Let them ring here and now  
Just reach out and ring the Bells Of Freedom  
When your world comes crashing down like you've lost every round  
Stand your ground  
And ring the Bells Of Freedom

Ring the bells, ring them loud  
Let'em ring here and now  
Just reach out and ring the Bells Of Freedom, yea  
When your world's crashing down like you've lost every round  
Stand your ground  
And ring the Bells Of Freedom

Ring the bells, ring them loud  
Let them ring here and now  
Just reach out and ring the Bells Of Freedom

She stopped walking and took one more look around. This section of the city had been hit the hardest. She quickly turned her gaze away from the destruction, coming face to face with Optimus, who was down on his hands and knees to be at Twilight's level.

"Optimus!"

"Please, allow me to extend my condolences to the destruction of your fair city, little one. We did not intend for this to happen."

"You don't have to apologize for anything, Optimus," Twilight said. "If anything, we shoud be thanking you. If it hadn't been for you and the other Autobots, Canterlot might have been completely wiped off the map." She nuzzled the side of Optimus's face. "Thank you, Optimus Prime. You and the other Autobots have done so much for us."

"And I understand that the six of you acted very bravely against Knock Out. An admirable feat for creatures so small." Twilight glared at him. "Poor choice of words. What I meant to say was, you may be smaller than us Autobots, but you are all very strong willed. You in particular, Twilight Sparkle; you have shown great courage and leadership. You would have made a grand Prime back on Cybertron."

Twilight couldn't help but blush. "Me, a Prime? I-I don't think I've got the right stuff. I mean, doesn't being a Prime mean that you'll have to do-" She waved a foreleg at the surrounding rubble. "This on a regular basis? I wouldn't be able to handle it."

Optimus held out a hand. She jumped onto it as he stood up. "Yes, being a Prime does entail having to engage in battle from time to time, and it is not something I'm very proud of. I would prefer to not fight and find a peaceful solution."

"But you told me that once a Cybertronian chooses a side that's it, and there's always going to be fighting."

"That may be," Optimus said as he started walking, taking careful steps so he didn't step on any pony below him or cause Twilight to fall out of his hand. "And I will agree that sometimes battle is necessary. But I would prefer a diplomatic approach to any conflict."

Twilight was silent for a moment. She looked Optimus over, taking a close look at the damage he had sustained during the fight. It wasn't much-a couple of burn marks here and there and some dents in the metal where a good hit had connected; other than that, he seemed just fine. Yet his face and his voice told her different, just like when he recounted the history of the war to her and the others just yesterday.

"A lot's happened in the past forty-eight hours," she mused. "Your war coming to Equestria, Rarity being taken hostage and tortured by the Decepticons, and now this. It all happened so fast it seems difficult to take it all in."

"War has that effect."

Neither of them spoke on the way back to the palace. Everything had quieted down by now; the fires had been put out and the removal of the rubble-as well as the dead, both pony and Decepticon-had begun.

After a while, they made it back to the palace. The others had arrived there just a few minutes earlier. Optimus lowered his hand and let Twilight leap onto the floor. Her friends gathered around her.

"You okay, Twilight?" Rainbow Dash asked.

"I'm fine, you guys," Twilight replied. "I just...I just wish that we hadn't gotten caught up in this war." She turned to look up at Optimus. "What now?"

"Now we go find Megatron and stop him," Optmus said. "No matter the cost."

**WE'RE ALMOST THERE, BOYS AND GIRLS. NEXT TIME: THE FINAL BATTLE IN EQUESTRIA! SEE YOU SOON!**


	16. The Final Battle

THE FINAL BATTLE

MEGATRON WATCHED FROM ATOP THE _NEMESIS_ AS THE DRONES MINED  
the Energon in the canyon. It had only been a few short hours, but already nearly half of the Energon had been mined and was now being processed into cubes for transportation. Each one of those cubes would be used to power the ship, both for propulsion and for its weapons.

He heard footsteps coming up from behind him. He didn't turn around; he already knew who it was.

"What have you to report, Starscream?"

"Knock Out and Breakdown have returned, Lord Megatron," Starscream reported.

"And? Was the capital taken?"

Starscream stammered for a moment. "Well, you see, My Lord, well, um..."

"It's a simple yes or no, Starscream."

"They didn't, Lord Megatron. They were beaten back."

"The Autobots?"

"Not just the Autobots, My Leige."

"What? Who else could-" His voice caught as he realized what must have happened. "They were beaten back by the equines?"

"It...seems that way, yes."

"Those rodents are more resourceful than I thought. How intriguing." He walked past Starscream. "Continue to oversee the mining, Starscream. I'm going to pay those two a visit."

Starscream shuddered, knowing what Megatron was capable of doing-he himself had been on the recieving end of Megatron's wrath on several occassions, the most recent of which left him barely clinging to life. He silently prayed for Knock Out and Breakdown, hoping that his master's wrath would be swift and merciful.

"You there! Get back to work! No sitting down on the job!"

Breakdown ran the buffer over Knock Out's chest, cleaning off the dirt and fixing the bruises he sustained during the fight. Transforming had closed up most of his wounds, but he was still leaking Energon from small cuts here and there.

"I still can't believe what those little vermin did to me!" Knock Out whined. "The nerve of them, ruining my finish like that."

"Stop squirming," Breakdown said. "It's making it hard to fix you up."

"And what, pray tell, _did_ they do to you, exactly?"

Breakdown stopped running the buffer as Megatron walked up behind Knock Out. He grabbed Knock Out by the shoulder and lifted him off the ground.

"Oh! Lord Megatron. I didn't hear you arrive."

"How could you have let a bunch of rodents defeat you?" Megatron snarled. "You call yourselves Decepticons? You can't even squash a few rats! And more to the point, you failed in your mission to take the captial city!" He threw Knock Out against a wall.

"But, Lord Megatron-" Breakdown began.

"Silence, you fool!" Megatron bellowed. He grabbed Breakdown by the shoulder and slammed him up against the wall, pressing his face against his. "Were you not one of my better warriors I would have you dismantled for spare parts! If you think those humans humiliated you by simply stealing your optic, well...Let me tell you that that is _nothing_ compared to the punishment I will serve!" He released Breakdown. "The two of you have one more chance to redeem yourselves. Go and guard the Energon field. Make sure the Autobots and those filthy rats come nowhere near it. And if they do, destroy them."

"Yes, Lord Megatron," Knock Out said, bowing. "We won't fail you this time."

"I should hope not, Doctor. For your sake."

The only sound in the audience chamber was the quiet sound of breathing. No one said anything; the events of the battle were still playing through their minds. The six ponies no doubt felt the full effects of the aftermath; they had been right in the middle of it, saw what had happened, saw the destruction caused by the Decepticons.

Twilight approached Optimus. "What's going to happen now?"

Optimus lowered his body so he could be level with Twilight. "The attack earlier was no doubt a means to distract us from the Decepticons' true goal. They have already begun to harvest the Energon. If they get all of it, I fear their forces will be unstoppable." He stood up. "The Decepticons must be stopped. No matter the cost. We cannot allow anymore harm to come to this beautiful world."

"What can we do to help?" Applejack asked.

"Yeah. When are we gonna start kicking some 'Con?" Rainbow Dash jeered. She reared up onto her hind legs and started shadow boxing.

"Whoa. Easy, Dashie," Bulkhead said. "You've all had way too many close calls."

"Bulk's right," Arcee agreed. "I mean, Rarity was almost killed just yesterday. We'll be the ones to take care of the Decepticons. Right, Optimus?"

"I agree, Arcee," Optimus said. "But there is still one problem. We do not know the location of the Energon field. Only one of us in this room knows that." He turned his attention towards Rarity, who was just staring out a window. Slowly, he walked over to her. His loud footfalls caught her attention. "Rarity, you must tell us where the Energon field is. You're the only one who knows its location, little one."

Rarity was silent for a moment. "Look at this, Optimus. Our fair Canterlot, now in ruins. And for what? Those gems? Is that what this is all about?" She let out an angry scream. "I wish I had never found those gems. I wish none of this had happened!"

"I understand how you feel, little one," Optimus said. "I, too, wish our war had not found this peaceful and innocent land. Perhaps it was fate, or perhaps it was merely coincidence, but the fact of the matter is, right now, we need your help. If you do not aid us, even more of Equestria will suffer a similar fate as this once proud city. The Decepticons will not simply gather the Energon, they will enslave this land's populace. Your little sister will be among them."

That got Rarity's attention. She quickly turned to face Optimus.

"I won't let them hurt Sweetie Bell!" She started walking towards the exit. "Very well. I'll take you to the Energon."

Optimus gently scooped her up in his hand. "Thanks you, Rarity. Now, once we get to the Energon field, I want you to find some cover."

"Wait."

Celestia walked up to Optimus.

"Yes, Your Majesty?"

"Optimus Prime, as has been said before, this isn't just your battle," the Princess said. She indicated the other ponies in the room. "It's their battle as well. The Elements of Harmony have proven effective against all sorts of threats in the past, from my sister Luna corrupted by evil to the living embodiment of chaos Discord himself. You and your Autobots have more experience battling the Decepticons, I understand. But please, allow them to accompany you. Trust me, they may prove more helpful than you might think."

Optimus was quiet. He knew Celestia was right, the little ones had as much of a reason to fight as the Autobots did, but he didn't want to put them in any more danger than was necessary. They had seen first hand the atrocities the Decepticons were capable of; Rarity's torture nearly to death, Airachnid's attack in the EverFree Forest, the ruins of their once beautiful captial city...

"I don't know, Optimus," Ratchet said. "The Decepticons will have no qualms about targeting them first."

"Your opinion is noted, Ratchet," Optimus replied. "But I believe the princess is correct. They may be small, but they have accomplished so much. They may be flesh-based organisms, but their resolve is almost as great as that of the greatest Autobots, if not greater." He once again looked at Rarity. "Rarity, for example, suffered greatly at Megatron's hands, but still managed to come out alive."

"Only because my friends came and rescued me," Rarity said.

"Not only that," Optimus replied. "Your strong will kept you alive as long as possible. That is your greatest strength. All of your strengths. You do not have bodies made of metallic alloy, nor do you have blasters or blades, but you have a weapon far greater than any of those-the strongest spirits I have ever seen in any being, be it human or Cybertronian. I have come to respect your resilience." He turned towards the door. "Now, every pony, join an Autobot. And Autobots, transform!" The Autobots all transformed into their Vehicle Forms. The ponies climbed into them; Arcee was the only one without a pony partner.

Their engines revved, and Optimus gave the command. "Roll out!"

The Vehicon Drones had been mining for only a few hours-they had started earlier in the morning, and it was now early afternoon-and they were making good progress. Over fifty tons of Energon had been harvested so far, and was being processed into cubes at the moment. Each cube was used to power the _Nemesis_, powering its propulsion and weapons' systems. It was also crucial for mending wounds, though for the most part that was rare, as many wounds the Decepticons sustained could easily be mended, and a majority of the Vehicon Drones who were sent out into battle were destroyed by the Autobots.

Not that that mattered to Megatron. He commanded an army, had countless soldiers under his leadership. So what if a few Vehicons were destroyed? He had countless more at his disposal, be they soldiers or miners. And the miners, as he saw, were hard at work, never stopping as they harvested every single Energon crystal. He could hear the laser drills carving the crystals out of the rock and the earth, heard the freight elevator as it hauled another load of Energon into the ship to be processed.

He stood atop the ship, watching as the drones worked tirelessly.

And then he heard the shooting.

_They've come. Just as I knew they would._

Bumblebee let out a shrill beep as he swerved to avoid the laser blasts. Pinkie Pie dug her hooves into the leather seats to keep her balance. The blasts kicked up dirt all around them, obscuring Bumblebee's vision. A nearby explosion nearly caused him to roll over.

Pinkie Pie looked out the window at the Vehicon jets firing down at them. They had come seemingly from out of nowhere, as if they were expecting the Autobots' arrival.

Arcee's voice came over the radio. "Watch it. More 'Cons dead ahead."

Optimus's voice was next. "We must get the ponies to safety before we can engage the Decepticons."

The five Autobots drove into a small cave just outside the Energon field. They opened their doors. Twilight and the others climbed out of the Autobots, who then transformed into their Robot Forms, their weapons ready.

"Let's finish this," Bulkhead growled, slamming his two wrecking balls into each other.

"And what should we do?" Twilight asked.

"Remain here," Optimus replied. "One of us will come fetch you when it's time to use the Elements of Harmony." They stepped out of the cave and immediately started shooting at the Vehicons.

A direct hit sent a Jet Vehicon spiraling towards the ground. It exploded upon impact. The five Autobots ran through the smoke and continued firing at every Vehicon they saw. The Vehicons in turn opened fire on them. Every shot missed.

Optimus fired a laser through the head of a nearby Vehicon and pushed it aside.

That was when he heard the screaming of children.

"Oh, we are so LOST!"

Neither of the Cutie Mark Crusaders knew exactly where they were. They had come to the mountains on a field trip with Miss Cheerilee and the rest of their class, so they could learn about the different types of rocks-it wasn't easy to find the rocks Cheerilee was talking about in Ponyville. But not long after that, the three of them had gotten separated from the rest of their class. They could do without Silver Spoon and Diamond Tiara making fun of them for their lack of Cutie Marks, but they didn't know where to go.

"How'd we even end up here?" Scootaloo asked.

"I guess we should have been paying attention to where Cheerilee was leading us," Apple Bloom replied.

Sweetie Bell's ears pirked up. "Hey, do you two hear something?"

The other two stopped walking and listened. There were strange sounds coming from up ahead, sounds they had never heard before, but Apple Bloom recognized them as laser blasts-Applejack had told her all about storming the Decepticon warship yesterday. But there was another sound as well, an odd chopping sound, but it wasn't like an axe cutting through a tree; rather, it was like a blade cutting through the air.

A shadow passed over them. They looked up, only to see a strange flying creature descending towards them. And much like the Autobots, it transformed into a bipedal form.

_But something tells me this is no Autobot,_ Scootaloo thought.

"Hi there," Apple Bloom said. "Are you an Autobot?"

The Transformer hissed. "Autobot? Far from it, you puny rodent."

Apple Bloom gulped in fear. "Th-then you're a D-De-Dec-Decepticon?"

The Decepticon bared its metallic fangs. "And you, my little ponies, are my prey."

The Crusaders turned to run away. But before they could move, the Decepticon fired something sticky at them, pinning them to the ground.

Spider's webbing!

Scootaloo tried fluttering her wings, but they just got stuck even more.

"I can't move!"

"Me neither!"

"We're going to die, aren't we?"

The Decepticon scooped the three of them up in one metallic hand. "I could kill the three of you right now. You'll be the first things I've killed since coming to this wretched world. But I have a better idea. Trophies for Lord Megatron." She transformed into her flight form, the Crusaders dangling beneath her as she took to the air.

Optimus lowered his weapons as he watched Airachnid fly overhead. The screams of the children were coming from the web sack she carried beneath her chassis. He squinted, trying to get a better look at what she was carrying.

_The fillies_.

Arcee aimed her blaster. "Airachnid!"

"Arcee, hold your fire!"

"Why should I, Optimus?"

"Because Airachnid is carrying the Cutie Mark Crusaders. You could accidentally hit one of them."

Arcee lowered her weapon. "Scrap."

"What did you just say, Optimus?"

Optimus and Arcee looked down. The ponies had joined them. All six of them were looking up at the two Autobots, their wide eyes filled with worry.

"Did you just say that Airachnid has the CMC?" Rainbow Dash asked. "Ooh, when I get my hooves on her I'll-"

"You're not going to do anything," Arcee said. "The Autobots will."

"Sorry, 'Cee," Applejack said. "But this is our little sisters y'all are talking about here. We ain't just gonna sit back and let some bad Decepticons do Celestia knows what to them."

"Applejack's right," Rarity added. "The Decepticons may frighten me more than most of you, but I am more than willing to stand up to even Megatron if it means protecting Sweetie Bell." She put a hoof on the necklace she wore. "I'm more than willing to die for her."

"The same goes for me and Apple Bloom," Applejack said.

"If saving Scootaloo means smashing all of those 'Cons, then that's what I'll do," Rainbow Dash added.

The six ponies stood in front of Optimus, stern determination on their faces. Even from his height, he could see a fire burning in their small eyes, the same fire he knew burned inside him when the War for Cybertron first began. He knew that feeling, the feeling of wanting to succeed under any circumstance.

"Very well," he sighed. "But stay close to us. It's still very dangerous, and if Airachnid is taking the fillies to Megatron, we'll have to carefully calculate any attack."

Twilight looked at the _Nemesis_, saw Airachnid land on top of it and transform. She glared at the two Decepticons, particularly Megatron. In the short time the Transformers had been in Equestria, he had managed to frighten Twilight and her friends with his presence alone; capture, torture, and nearly kill Rarity; attack them in the Everfree Forest; send Knock Out and Breakdown to attack Canterlot, leaving it in ruins and a few of the city's inhabitants dead...

"Megatron must be stopped," she said. "No matter the cost."

Optimus took a step forward. "Stay close to us, little ones. Together, we will rescue the Crusaders. Together, we will prevent the destruction and enslavement of this beautiful world." He readied his weapon as the other Autobots joined him. "Let's finish it."

**(AUTHOR'S ASIDE: YEAH, YOU CAN JUST IMAGINE "THE TOUCH" PLAYING IN THE BACKGROUND, CAN'T YOU? IN FACT, IF YOU HAVE THAT SONG IN YOUR LIBRARY, START PLAYING IT, LOL.)**

Airachnid landed next to Megatron and transformed into her Robot Form. She held out a hand; clenched in it was a web cocoon, and inside the cocoon were three little equines.

"Why have you brougth these vermin to me, Airachnid?" Megatron asked.

"Trophies, My Lord," Airachnid replied as she knelt down. "Spoils of victory for you to do with as you please."

"You presume victory, Airachnid?"

"No doubt once the Autobots know we have the little ones they'll stop attacking. You know how soft they are when it comes to innocents being involved. Especially Optimus Prime."

Megatron scratched his chin in thought. He looked from Airachnid to the three small equines she held in her hand. They just stared at him, their eyes wide and their tiny bodies shaking with fear.

"Perhaps we can make something of this after all," he mused. He reached out and took the equine children from Airachnid. "The three of you may yet prove useful before you perish." He turned back to the fighting down below. "OPTIMUS PRIME!"

The Autobots stopped where they were. Bulkhead smashed the head of the Vehicon he was grappling with.

"I will be willing to make a bargain with you, Optimus."

"And what bargain would that be, Megatron?" Optimus asked.

Megatron held his arm out, showing the young equines to the Autobots. "Cease your attack immediately, Optimus Prime. Surrender, and I will make certain that no harm will come to the children."

The ponies stared, wide-eyed, at the Crusaders, clutched in Megatron's metallic hand.

"Apple Bloom!/Sweetie Bell!/Scootaloo!"

"Applejack!/Rarity!/Rainbow Dash! HELP!"

"Megatron, you would go so far as to endanger the lives of innocent children?" Optimus asked.

"Clearly you don't know me as well as I would have thought," Megatron said. "No being is innocent when the Decepticons are involved. Now, Optimus, make your choice. Will you surrender and spare the children? Or will you continue to resist, and thus damn them to their inevitable fate?"

Optimus lowered his head and closed his eyes. He knew he had to defend this land from the Decepticons, but he would never allow innocents to be endangered. He couldn't fight Megatron, not if it meant putting the lives of the Cutie Mark Crusaders on the line.

"Optimus, you're not seriously considering taking Megatron up on his offer, are you?" Ratchet asked.

"I'm with the doc on this one," Bulkhead said. "Never trust a 'Con. Let's get up there and kick Buckethead's bucket!"

"I will not take, nor will I issue, any action that would endanger the young ones," Optimus replied. "But I will not surrender to Megatron." He looked down to the ponies. "Twilight Sparkle, our hands are tied, as it were. We cannot attack Megatron, for if we did, he would surely kill the little ones."

"So you're just giving up?" Twilight demanded.

"Um, I don't think that's what he's trying to say," Fluttershy said.

"Ooh, ooh, let me guess!" Pinkie Pie jeered, bouncing up and down as she usually did. "We're going to quickly go back to Ponyville and bake some pies to throw in their faces, right?"

"Pinkie, think seriously for once," Rainbow Dash said. "Pies won't help us."

"They will if we're hungry. Which I kind of am."

Rainbow Dash slapped a hoof against her face. "Why do we even bother?"

"What I meant, Twilight Sparkle, is that Megatron has made no such demands of you and your friends," Optimus said. "Your Elements of Harmony-they should be able to stop the Decepticons."

"I-I guess it could work," Twilght said. "It worked back in Canterlot, after all."

"Good. The six of you prepare your Elements of Harmony. We will find a way to get the children away from Megatron."

Bumblebee gave a quick whir. "'Bee's right," Arcee said. "We can't forget about the Energon."

"The Decepticons may have already mined most of it," Optimus said "As for what they haven't mined...We will destroy it."

"Are you sure that's a good idea, Optimus?" Ratchet asked.

"This Energon field is the cause of this battle," Optimus replied. "Now, no more talk. We have to hurry." He ran to the east, moving to the opposite side of the _Nemesis_.

Twilight turned her attention back to Megatron, who was still standing atop the warship. "The Autobots are leaving now, Megatron. Let the Cutie Mark Crusaders go!"

"Actually, I think I shall hold on to them for a little while longer," Megatron said. "After all, Knock Out's previous specimen escaped." He looked at Rarity as he spoke.

"Hey, you promised you'd let them go if the Autobots left!" Pinkie Pie yelled. "YOU BROKE YOUR PROMISE, YOU BIG MEANIE!"

"You heard Bulkhead. _Never_ trust a Decepticon." He tightened his grip on the fillies. Their screams of agony were music to his audio receptors.

"Darn you, let them go or I'll come up ther and take you down myself!" Rainbow Dash yelled.

"Patience, my little pony," Megatron calmly said. "First them, _then_ you." He flashed a devilish smile, which slowly disappeared when he saw the strange aura forming around the six ponies. "What's this?"

"Megatron, you monster, you are nothing but pure evil!" Twilight yelled.

"You're a bully who enjoys hurting others," Fluttershy hissed.

"Well, we've had enough of it!" Rainbow Dash cried.

"We're gonna rip ya a new one, Megs!" Applejack yelled.

"I normally don't condone violence," Rarity said. "Fashion's more my thing, and I can forget what you did to me. But I will NEVER FORGIVE YOU IF YOU HURT ONE HAIR ON SWEETIE BELL'S HEAD! DO YOU HEAR ME? **NEVER!**"

"Uh, yeah! What they said!" Pinkie Pie yelled.

The aura around the six of them grew. Light emminated from the jewels on their necklaces-except for Twilight, since she had the tiara. The light grew brighter and brighter, until-

The light around the six of them formed into a solid beam.

A solid beam of light aimed straight at Megatron!

"WHAT?!"

Megatron quickly dived out of the way, releasing his grip on the three young fillies. They plummeted towards the ground.

"Oh no!" Twilight gasped. She activated her magic, getting ready to catch the fillies.

"Hold off on that magic, Twi," Applejack said.

Twilight opened her eyes, just as Optimus caught the Crusaders in an outstretched hand.

Apple Bloom kept her eyes shut tight. She was afraid to open them, afraid she'd see Megatron's demonic face again.

"We're dead, right?"

"Quite the opposite, little one. You are all safe now."

Apple Bloom opened her eyes. The three of them were still in a metallic hand, but not Megatron's. She looked at the owner of the hand.

"Optimus Prime! You saved us!"

Optimus walked the fillies over to the older ponies. "I merely caught you as you fell. You should be thanking Twilight Sparkle and her friends." He lowered his arm, allowing the Crusaders to leap onto the ground.

The fillies rushed to their older siblings. They embraced.

"Y'all crazy? We told you how dangerous the Decepticons were," Applejack said.

"Yeah. So why go looking for them?" Rainbow Dash asked.

"We didn't mean to," Sweetie Bell said solemnly. "We got separated from our class, and that one Decepticon caught us."

Rarity glared at Sweetie Bell, then drew her in for a tight hug. "I'm just so relieved that you're alright."

Optimus lowered himself to their level. "You all should get out of here now. The other Autobots are rigging the Energon to detonate. They'll blow the mine any moment now."

Apple Bloom walked over to Optimus. She reared up on her hind legs, putting her front lets on Optimus's face, and gave him a little kiss on the cheek. "Thanks, Optimus."

"Go, little ones," Optimus said. "Hurry!" He watched the nine ponies run away, galloping as fast as their small legs could carry them in the other direction. He stood up and pressed his fingers to his temple. "Arcee, how is the rigging coming?"

"_We're almost finished, Optimus,_" Arcee said. "_Just one more bomb to place and we'll be ready to blow this entire Energon field to scrap._"

"Good. Place the final bomb and rendezvous back at the mountainside." He deactivated his comms and transformed into his Vehicle Form.

"What's the matter, Prime?" Megatron jeered. "Lost the will to fight?"

"This battle is over, Megatron," Optimus said. He drove off.

Megatron and Airachnid watched Optimus drive off, going in the same direction the equines had run. It wasn't like Optimus to run away; even when the odds were stacked against him, he still stood his ground and fought. So why leave? Why run away?

"Perhaps he really _did_ surrender," Airachnid guessed.

"Optimus Prime does not surrender so easily, Airachnid," Megatron said. "He's up to something. I can feel it." He walked over to the starboard side of the warship. "But what?"

He looked towards the ground, saw the other Autobots in their Vehicle Forms speeding away from the direction of the Energon field. A sudden wave of realizatin passed over Megatron. He knew why Optimus was leaving; he knew what the Autobots were up to!

"They're going to blow the mine!"

The first bombs started going off, setting off a chain reaction. Bomb after bomb exploded, destroying Energon crystals and Vehicon Drones. The shockwaves of the energy released from the crystals rocked the _Nemesis._

The following explosion vaporized all Vehicon Drones unlucky enough to be right next to it. A blue fireball rose into the sky. The shockwave nearly capsized the warship. Megatron dug his metallic fingers into the ship's hull just to keep from being blown off.

There was one final explosion; a large blue fireball shot into the air. The resulting shockwave sent the _Nemesis_ flying. Vehicons lost their footing and fell to the ground below.

The ship came to rest against the side of a taller mountain. Rocks tumbled down the cliff face to slam into the ship. Megatron, who had managed to hold on the entire time, lost his grip and was knocked to the ground by a stray boulder hitting him in the head.

His entire world went dark.

Twilight used her unicorn magic to move the boulders. It wasn't easy; even with magic, these boulders were extremely heavy, even heavier than the Ursa Minor that went rampaging through town a few months ago. But she couldn't stop, she had to move the stones; it was the only way they were getting back to Ponyville.

She moved one more stone, a rather large one-

And right beneath it was the shark-like face of the Decepticon Leader!

Twilight and the other ponies jumped back in fright, but relaxed a little bit when they saw that he was still buried under so much rubble; it would be next to impossible for him to move. Still, being this close to him, this close to the creature that nearly killed Rarity and threatened their peaceful lives...It was frightenting.

The light in Megatron's eyes came on. He turned his attention to the six ponies standing before him.

"It would appear that I am unarmed and at your mercy, little ones," he said. "Go ahead; do it. Finish me off, seize the day! Optimus would."

"You're wrong," Twilight said. "I've known Optimus long enough to know that he wouldn't kill someone when they're defenseless, unlike you. Optimus Prime is no monster, Megatron. Not like you."

Rarity stepped forward. "Twilight's right. You terrorized Ponyville, destroyed half of Canterlot, nearly took my life...You're evil. Pure evil."

"Yeah, you big meanie mean meanie-pants," Pinkie Pie growled.

"Maybe we _should_ just finish him off right here," Rainbow Dash said. "It'll make things a whole lot easier for the 'Bots."

"No, we can't do that," Twilight said.

"Twi's right," Applejack said. "We did that, then we ain't no better than Megatron."

"Um, we could always just let the Autobots decide," Fluttershy squeaked.

The Cutie Mark Crusaders slowly shrunk back. "Yeah, I think Optimus should handle this," Scootaloo said.

A moment later, the five Autobots arrived. They transformed into their Robot Forms and aimed their weapons at Megatron-except for Optimus. He waved the other Autobots back and started to remove the boulders pinning Megatron to the ground.

"Optimus, are you sure that's a good idea?" Ratchet asked.

"Yeah. Why not just off him now when we got the chance?" Bulkhead added. Bumblebee beeped and slid a finger across his throat. "See, even 'Bee agrees with me."

"We are not Decepticons," Optimus said as he threw another boulder away. "We do not slay those who are without defenses." He tossed one more boulder away and helped Megatron to his feet. "But there is no more reason to fight, Megatron. The Energon is gone, and you've been beaten."

"For now, Optimus," Megatron said. He looked over to the _Nemesis_. It appeared to be intact. "This world has proven to be quite...intriguing." He looked down at the ponies. "And credit where credit is due, these creatures have proven to be quite resourceful."

"It's amazing what a species is capable of when given the correct circumstances," Optimus replied. "Now, Megatron, I will say this only once. Take your Decepticons and leave Equestria. We will follow shortly. Our war has caused enough damage to this land."

Megatron opened his mouth to protest, but quickly thought otherwise. He knew Optimus was right. Besides, this wasn't the world he was trying to conquer, no; that was Earth, not Equestria. Looking down to the nine equines, and at his own damaged chassis, he came to the conclusion that any more time spent here would most likely result in his destruction.

"Very well, Optimus Prime. We will leave this world. But Earth is still a target." He transformed into his Vehicle Form, a strange-looking alien jet, and flew towards the warship. A moment later, a green vortex opened, and the _Nemesis_ passed through it. The vortex closed immediately afterwards.

Optimus looked down at the ponies. "And now, to get the nine of you home."


	17. Through the Ground BridgeAgain

THROUGH THE GROUND BRIDGE...AGAIN

THE FIVE HUMANS RUSHED OUT TO MEET THE AUTOBOTS WHEN THEY MADE it back to the palace. They opened their doors to let their passengers out before transforming into their Robot Forms. Optimus got down on his hands and knees to be level with Princess Celestia.

"Your Majesty, I am happy to report that we have driven the Decepticons from your fair land. You do not need to worry about them any longer."

"You don't know how thankful I am to hear that, Optimus Prime," Celesita said.

"So, how'd it go?" Miko asked. "A lot of 'bots beating the scrap out of each other? Explosions galore? I'll bet you 'Bots really socked it to 'em, didn't you?"

Bumblebee gave a series of beeps and whistles. He knelt down and put a hand on Applejack's back.

"What the hay did he just say?" Apple Bloom asked.

"He said that the ponies did a lot of the work too," Raf translated.

"Oh, and I missed it?" Miko groaned. "Seriously, how humiliating was it for old Megsy to get his skid plate handed to him by a bunch of miniature horses?"

"So, what are you going to do now?" Celestia asked.

"We will return to our own world, Your Highness," Optimus replied. "We must still stop the Decepticons from enslaving Earth. Besides, that world is where we truly belong." He turned to Ratchet. "Ratchet, open the Ground Bridge."

Ratchet took the portable Ground Bridge remote out of a hip compartment. "Finally." He pressed a button. The telltale green vortex of the Ground Bridge opened, splitting the air. "I thought we'd _never_ get to leave."

"Hey! Just what the heck is that supposed to mean?" Rainbow Dash snapped.

Celestia chuckled. "I see you're all very anxious to get back to your own world. You wouldn't be the first. Just remember that you will always be welcome here, should you decide to return."

"I highly doubt that we will," Optimus replied. "Or at the very least, it won't be for a very long time. Now, let's be off."

Ratchet, Arcee, Bumblebee, and Bulkhead returned to their Vehicle Forms and picked up their respective passengers-Jack for Arcee; Miko for Bulkhead; June and Fowler for Ratchet; and Raf for Bumblebee.

"You coming, Optimus?" Arcee asked.

"I'll join you shortly," Optimus said. "I just have one more thing I need to do before I leave. Keep the Ground Bridge open until I join you."

Miko rolled down one of Bulkhead's windows and poked her head out. "Hey! It's been fun, everypony! Catch ya later!"

The other humans and Autobots all said their goodbyes-Bumblebee had to honk his-before driving through the Ground Bridge.

"What's that one thing you still need to do, Optimus?" Twilight asked.

"Yeah, ya know they ain't gonna wait for ya forever," Applejack added.

Optimus once again lowered himself to the ponies' level. "I wish to compliment you on your bravery. All of you. As I said, you may be small, and you may not be as strong as an Autobot, but you have the largest spirits of any creature I have ever come across. You all have earned my respect." He focused on Twilight. "And you, Twilight Sparkle-you have shown great leadership and courage in the face of danger. By rights, I am not permitted to do this, as I am not a member of the Cybertron High Council. But for your leadership, bravery, and courage, I, Optimus Prime, hereby name you, Twilight Sparkle, an honorary Prime."

Twilight's breath caught in her throat. She had never expected this.

Her friends gathered around her, congratulating her. It was a little embarassing; she felt her cheeks turning red.

Optimus stood up straight. "I must go now. But I will never forget any of you. I am glad to call you all, my friends." He turned to Celestia and bowed. "It's been an honor, Your Majesty."

Celestia nodded. "The honor has been all ours, Optimus Prime."

Optimus turned towards the Ground Bridge. He transformed into his Vehicle Form and drove through the green vortex. It closed behind him.

The Autobots and Decepticons were gone from Equestria, perhaps for eternity. But at least life would now return to normal.

All the citizens of Ponyville and Canterlot had to do now was rebuild.

**THE END**


End file.
